Common use of Commitment Increases Clause in Contracts

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing DateCommitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may only request such an increase once in any six-month period and in no event shall the Commitments exceed $2,000,000,000. Such increase in the Commitments shall be effected as follows: the Borrower may (i) request one or more of the aggregate Commitments by notice Lenders to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the “Offered Increase Amount”ii) of such proposed increase arrange for one or more financial institutions not a party hereto (such noticea "Third-Party Lender") to become parties to and Lenders under this Agreement, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of provided that (x) the Administrative Agent (shall have approved such Third-Party Lender, which consent approval shall not be unreasonably withheld withheld, and (y) after giving effect to such increase, no Lender shall have a U.S. Commitment Percentage or delayed)a Multicurrency Commitment Percentage which exceeds 15%. In no event may any Lender's U.S. Commitment or Multicurrency Commitment be increased without the prior written consent of such Lender, without offering and the failure of any Lender to each Bank respond to the opportunity to subscribe Borrower's request for its pro rata share an increase shall be deemed a rejection by such Lender of the Borrower's request. The Commitments may not be increased Commitmentsif, offer at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to increase the Commitments hereunder, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any existing Bank or any bank or other financial institution that is not an existing Bank obligation whatsoever to increase the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new its U.S. Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banksand/or its Multicurrency Commitment, the Borrowers mayand each Lender may at its option, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)unconditionally and without cause, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation decline to increase its U.S. Commitment pursuant to this Section 2.20 except in and/or its sole discretionMulticurrency Commitment. (b) Any additional bank or financial institution If any Lender is willing, in its sole and absolute discretion, to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment hereunder (such a Lender hereinafter referred to as an "Increasing Lender"), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit N H (a “New Bank "Commitment Increase Supplement”"), whereupon which agreement shall specify, among other things, the amount of the increased U.S. Commitment and/or Multicurrency Commitment of such bank or financial institution Increasing Lender. Upon the effectiveness of such Increasing Lender's increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been amended as appropriate to reflect the increased U.S. Commitment and/or Multicurrency Commitment of such Increasing Lender. Any Third-Party Lender which, with the consent of the Borrower and the Administrative Agent (a “New Bank”) which consent, in the case of the Administrative Agent, shall not be unreasonably withheld), is willing to become a Bank for all purposes and to the same extent as if originally a party hereto and a Lender hereunder, shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute enter into a Commitment Increase Supplement written agreement with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit O I (a “Commitment Increase an "Additional Lender Supplement”"), whereupon which agreement shall specify, among other things, its U.S. Commitment and/or its Multicurrency Commitment hereunder. When such Bank (an “Increasing Bank”) shall be bound by and entitled to Third-Party Lender becomes a Lender hereunder as set forth in the benefits of this Agreement with respect to the full amount of its Commitment as so increasedAdditional Lender Supplement, and Schedule II shall I shall, without further action, be deemed to be have been amended as appropriate to so increase reflect the U.S. Commitment and/or the Multicurrency Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt Third-Party Lender. Upon the execution by the Administrative Agent Agent, the Borrower and such Third-Party Lender of such corporate resolutions Additional Lender Supplement, such Third-Party Lender shall become and be deemed a party hereto and a "Lender" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Borrowers Lenders set forth in this Agreement, and legal opinions its U.S. Commitment and/or its Multicurrency Commitment shall be the amount specified in its Additional Lender Supplement. Each Third-Party Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a "Lender" hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an "Additional Lender." (c) In no event shall an increase in a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of counsel to the Borrowers as a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender become effective until the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) have received a certificate from the Borrower, to the effect that the representations and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) warranties shall be made true and correct in accordance with the pro rata provisions all material respects and no Default or Event of subsection 2.12(b) based on the Commitment Percentages in Default shall have occurred and be continuing after giving effect on and after such Re-Allocation Date (except to the extent that any increase in the Commitments resulting from the increase in such pro rata borrowings would result Lender's U.S. Commitment and/or Multicurrency Commitment or the extension of a U.S. Commitment and/or Multicurrency Commitment by such Third-Party Lender. In no event shall an increase in any Bank making an aggregate principal a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender which results in the Commitments exceeding the amount of Committed Rate Loans which is authorized at such time in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks resolutions previously delivered to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, Administrative Agent become effective until the Administrative Agent shall deliver have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such amended Schedule II increase, certified by the Secretary or an Assistant Secretary of the Borrower. Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding U.S. Revolving Credit Loans or Multicurrency Loans, as shall be required to cause the aggregate outstanding principal amount of U.S. Revolving Credit Loans and a notice Multicurrency Loans owing to each Bank Lender (including each such Increasing Lender and Additional Lender) to be proportional to such U.S. Lender's share of the adjusted Commitment Percentages Aggregate U.S. Commitments and/or such Multicurrency Lender's share of the Multicurrency Commitments, respectively, after giving effect to any increase in the aggregate Commitments made pursuant thereof. The Borrower agrees to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on indemnify each Lender and to hold each Lender harmless from any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one loss or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, expense incurred as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this any such prepayment in accordance with subsection 2.202.17, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionas applicable. (gd) The BorrowersUpon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, at their own expense, shall execute and deliver to the Administrative Agent in exchange for shall notify each other Lender thereof and shall deliver to each Lender a copy of the surrendered Notes of any Bank, if any, new Notes to the order of Additional Lender Supplement executed by such Bank, if requested, in an amount equal to Additional Lender and the Commitment of Increase Supplement executed by such Bank after giving effect to any increase in such Bank’s CommitmentIncreasing Lender.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers Company may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Commitment Increase Notice must offer each Bank Lender the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the BanksLenders, the Borrowers Company may, with the consent of the Administrative Agent as to any bank or financial institution Person that is not at such time a Bank Lender (which consent shall not be unreasonably withheld or delayedwithheld), offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to provide participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select Company selects to offer the opportunity to provide any portion of participation in the increased Commitments, and that elects to become a party to this Agreement and provide obtain a Commitment, Commitment shall execute a New Bank Lender Supplement with the Borrowers Company and the Administrative Agent, substantially in the form of Exhibit N (a “"New Bank Lender Supplement”"), whereupon such bank or financial institution (a “"New Bank”Lender") shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II I shall be deemed to be amended to add the name and Commitment of such New BankLender, provided that the Commitment of any such New Bank Lender shall be in an amount not less than $10,000,000. (c) Any Bank Lender that accepts an offer to it by the Borrowers Company to increase its Commitment pursuant to this subsection 2.20 Section 2.24 shall, in each case, execute a Commitment Increase Supplement 44 40 with the Borrowers Company and the Administrative Agent, substantially in the form of Exhibit O (a “"Commitment Increase Supplement”"), whereupon such Bank (an “Increasing Bank”) 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 II I shall be deemed to be amended to so increase the Commitment of such BankLender. (d) The effectiveness of any New Bank Lender Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto, in each case, in form and substance satisfactory to the Administrative Agent. (ie) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if If any bank or financial institution becomes a New Bank Lender pursuant to subsection 2.20(bSection 2.24(b) or any Bank’s Lender's Commitment is increased pursuant to subsection 2.20(cSection 2.24(c), additional Committed Rate Loans Revolving Credit Advances made on or after the date of the effectiveness thereof (the “"Re-Allocation Date”") shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank Lender making an aggregate principal amount of Committed Rate Loans Revolving Credit Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks such new Lender and/or Lenders with such increased Commitments to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank continuations of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 Eurodollar Rate Advances outstanding on such Re-Allocation Date. (ii) Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR LoansBase Rate Advances, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, Base Rate Advances so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans Base Rate Advances outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency LoansEurodollar Rate Advances, such Eurocurrency Loans Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the last day of the respective Interest Periods the applicable Borrower shall make prepayments principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (f) Notwithstanding anything to the contrary in this subsection 2.20Section 2.24, (i) in no event shall any transaction effected pursuant to this subsection 2.20 Section 2.24 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000937,500,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment no increase pursuant to this subsection 2.20, exceed 15% Section 2.24 shall be effective without the consent of the aggregate Commitments on any Re-Allocation Date Required Lenders and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion.. 45 41 (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any BankLender, if any, new Notes to the order of such BankLender, if requested, in an amount equal to the Commitment of such Bank Lender after giving effect to any increase in such Bank’s Lender's Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that So long as no Event of Default shall have has occurred and be is continuing, the Borrowers Borrower may request an increase from time to time after the Effective Date, that the aggregate amount of the aggregate Lenders’ Commitments by notice to the Administrative Agent in writing of the amount be increased (the “Offered Increase Amount”) of such proposed increase (such notice, each a “Commitment Increase NoticeIncrease”). Any such ) by delivering a Notice of Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased CommitmentsIncrease; provided, however, the Borrowers may, with the consent that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of the Administrative Agent Commitment Increase must be given no later than three (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b3) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered Business Days prior to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.Termination Date; (biii) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment effective date of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with (the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing BankEffective Date”) 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 II shall be deemed to be amended to so increase the Commitment of such Bank. no earlier than three (d3) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon Business Days after receipt by the Administrative Agent of such corporate resolutions Notice of Commitment Increase; (iv) the Borrowers and legal opinions amount of counsel to the Borrowers any Commitment Increase must be at least $10,000,000 or such lesser amount as the Administrative Agent shall reasonably request with respect thereto.may agree to in its sole discretion; (iv) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, requested by the Administrative Agent or any Lender (through the Administrative Agent), the Borrower shall deliver provide the Administrative Agent and/or such amended Schedule II and requesting Lenders, a notice to each Bank statement in conformity with the requirements of the adjusted Commitment Percentages FR Form G-3 or FR Form U-1, as applicable, after giving effect to any increase such Commitment Increase; and (vi) after giving effect to any requested Commitment Increase, the aggregate amount of the Commitments shall not exceed $500,000,000. (b) So long as no Event of Default has occurred and is continuing, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the aggregate Commitments made Register each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to this subsection 2.20 an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on such Re-Allocation or before the Commitment Increase Effective Date.; (ii) In the event that on any Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.Increase; (iii) In each CI Lender identified on the event that on any Notice of Commitment Increase for such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans Commitment Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of be a “Lender” for all purposes under this Agreement), and on ; (iv) to the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency extent there are Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages.date: (fA) Notwithstanding anything to the contrary in this subsection 2.20each CI Lender shall, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as by wire transfer of the Closing Date by more than $500,000,000immediately available funds, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange such CI Lender’s New Funds Amount for the surrendered Notes of any Bankapplicable Commitment Increase Effective Date, if anywhich amount, new Notes for each such CI Lender, shall constitute Loans made by such CI Lender to the order Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the respective Principal Amounts thereof, of the Principal Amounts of all then outstanding Loans of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.Reducing Percentage Lender; and

Commitment Increases. (a) At The Parent Borrower shall have the right at any time after and from time to time to (i) increase the Closing DateCommitments of any Lender and/or (ii) add Commitments (“Additional Commitments”), provided that that, no Event of Additional Commitment shall become effective if any Specified Default shall have has occurred and be is continuing, of one or more financial institutions or other entities that will become “Lenders” (each an “Additional Commitment Lender”), in each case subject only to (i) the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) consent of such proposed increase Lender that is increasing its Commitment or Additional Commitment Lender, as applicable and (ii) if such noticeAdditional Commitment Lender is not already a Lender hereunder or an affiliate of a Lender hereunder, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Issuing Lenders, the Administrative Agent Agent, and the Swingline Lender (which each such consent shall not to be unreasonably withheld delayed or delayedwithheld). For the avoidance of doubt, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity no Lender will be required to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all any such Additional Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionunless it so agrees. (b) Any additional bank or financial institution that With respect to a Commitment increase pursuant to clause (a)(i) above, the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and Parent Borrower shall provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, supplement substantially in the form of Exhibit N M-1 hereto (a the “New Bank Increase Supplement”)) specifying the U.S. Facility Commitment increase or the Canadian Facility Commitment increase, whereupon such bank or financial institution (a “New Bank”) as the case may be, executed by each increasing Lender and the Parent Borrower which shall become a Bank for all purposes and be delivered to the same extent as if originally Administrative Agent for recording in the Register. With respect to a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shallclause (a)(ii) above, in each case, execute the Parent Borrower shall provide a Commitment Increase Supplement with the Borrowers and the Administrative Agent, Lender Joinder Agreement substantially in the form of Exhibit O M-2 hereto (a the “Commitment Increase Supplement”), whereupon such Bank (an “Increasing BankLender Joinder Agreement”) specifying, among other things, the U.S Facility Commitment amount or Canadian Facility Commitment amount, as the case may be, executed by the Additional Commitment Lender and the Parent Borrower, which shall be bound by and entitled delivered together with any tax forms required pursuant to subsection 4.11 hereof to the benefits Administrative Agent for its recording in the Register. Upon effectiveness of the Lender Joinder Agreement, each Additional Commitment Lender shall be a U.S Facility Lender and/or a Canadian Facility Lender, as the case may be, and a Lender for all intents and purposes of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II such Additional Commitments shall be deemed to be amended to so increase the Commitment of such BankU.S. Facility Commitments or Canadian Commitments, respectively. (dc) The Upon the effectiveness of any New Bank the Increase Supplement or Commitment Increase Supplement the Lender Joinder Agreement, as the case may be, outstanding Loans and/or participations in outstanding Swing Line Loans and/or L/C Obligations under the U.S. Facility and/or the Canadian Facility, as the case may be, shall be contingent upon receipt by reallocated (and the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers increasing Lender or joining Additional Commitment Lender, as the Administrative Agent applicable, shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)make appropriate payments representing principal, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions Parent Borrower making any necessary payments of subsection 2.12(baccrued interest) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent so that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in thereto the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In increasing Lender or the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loansjoining Additional Commitment Lender, as the applicable Borrower shall determinecase may be, so thatand the other U.S. Facility Lenders or Canadian Facility Lenders, after giving effect theretoas the case may be, share ratably in the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with Aggregate U.S. Facility Lender Exposure, or the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In additionAggregate Canadian Facility Lender Exposure, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement)Commitments (and notwithstanding Section 4.12, and on the last day of the respective Interest Periods the applicable no Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall liable for any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, amounts under Section 4.12 as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionsuch reallocation). (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At Subject to Section 4.03, the Borrower and any one or more Lenders (including New Lenders) may, from time to time after the Closing Date, provided that no Event without the consent of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount any other Lender (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank solely in the opportunity to subscribe for its pro rata share case of the increased Commitments, offer to any existing Bank or any bank or other financial institution Increasing Lender that is not then a Lender or an existing Affiliate thereof), each Issuing Bank and the opportunity Swingline Lender, in each case, such consent not to be unreasonably withheld, delayed or conditioned), agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a new “Commitment pursuant Increase”, and such Lenders and New Lenders being collectively referred to paragraph as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (bi) below if the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Closing Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 1,000,000,000 and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. (b) . Any additional bank or bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the Borrowers select Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to offer the opportunity to provide any portion of the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and provide a Commitment, in connection with any Commitment Increase shall execute a New Bank Lender Supplement with the Borrowers and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and Schedule II all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be amended repaid, (B) each Increasing Lender that shall have had a Commitment prior to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Increase shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer pay to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel in same day funds an amount equal to the Borrowers difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent shall reasonably request with respect thereto. receives the funds specified in clauses (i) Except as otherwise provided in subparagraphs (iiB) and (iiiC) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateabove, the Administrative Agent shall deliver such amended Schedule II and a notice pay to each Bank Lender the portion of such funds that is equal to the adjusted difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Percentages Increase) multiplied by (y) the amount of each Initial Borrowing and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have obtained new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (G) the Borrower shall pay each Lender any increase in and all accrued but unpaid interest on its Loans comprising the aggregate Commitments Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to this subsection 2.20 on such Re-Allocation Date. clause (iiA) In above shall be subject to compensation by the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, Borrower pursuant to the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Section 2.15 if the Incremental Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Effective Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and occurs other than on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect Period relating thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At Subject to Section 2.15(c) below, the Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time after to time prior to the Closing Maturity Date, provided that no Event without the consent of Default shall have occurred and be continuingany other Lender, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount Agent, any Swing Line Lender or any L/C Issuer (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent Agent, each Swing Line Lender and each L/C Issuer (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering to each Bank agree that such Lenders shall provide additional Commitments or increase the opportunity to subscribe for its pro rata share amount of the increased their respective Commitments, offer as the case may be (each, a “Commitment Increase”), by executing and delivering to any existing Bank or any bank or other financial institution that is not the Administrative Agent an existing Bank Incremental Commitment Activation Notice specifying (i) the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the Aggregate Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does at any time shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 1,500,000,000 and (B) each Commitment Increase shall be in an aggregate principal amount of the increased Commitments offered to the Banks as contemplated $10,000,000 or in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent integral multiples of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below$5,000,000 in excess thereof. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. . Any Person (bother than an existing Lender) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to “Lender” under this Agreement in connection with any Commitment Increase must meet the criteria to be an Eligible Assignee and provide a Commitment, shall execute and deliver to the Administrative Agent a New Bank Lender Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N G (each, a “New Lender Supplement”), together with an Administrative Questionnaire and any applicable Tax forms required hereunder with respect to such Person, whereupon such Person (a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II . (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to be amended its Commitment and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On each Incremental Commitment Effective Date, (A) the Administrative Agent shall notify the Lenders (including the New Lenders) and the Borrower of the effectiveness of the applicable Commitment Increase, (B) each Lender (including each New Lender) shall pay to add the name and Administrative Agent, in same day funds, an amount, if positive, equal to (x) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, in each case, after giving effect to such New BankCommitment Increase) minus (y) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, provided in each case, without giving effect to such Commitment Increase), (C) promptly thereafter upon the Administrative Agent’s receipt of the amounts described in the foregoing clause (B), the Administrative Agent shall pay to each Lender, in same day funds, an amount such that the portion of the aggregate Loans then outstanding owing to such Lender after giving effect to such payment by the Administrative Agent equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of any such New Bank the Aggregate Commitments outstanding, in each case, after giving effect to the relevant Commitment Increase) and (D) the Borrower shall be responsible for paying to each Lender any breakage fees or costs in accordance with Section 3.05 to the same extent as if any reallocation of outstanding Loans pursuant to this Section 2.15(b) were deemed an amount not less than $10,000,000optional prepayment made by the Borrower. (c) Any Bank that accepts Each Commitment Increase shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.01): (i) The Administrative Agent shall have received (A) an offer to it Incremental Commitment Activation Notice from each Lender (including any New Lender) participating in such Commitment Increase, executed by the Borrowers Borrower, the Administrative Agent and such Lender (including such New Lender) and (B) if applicable, with respect to increase its Commitment pursuant to this subsection 2.20 shallany New Lender, in each casea New Lender Supplement, execute a Commitment Increase Supplement with executed by the Borrowers and Borrower, the Administrative Agent, substantially such New Lender, each Swing Line Lender and each L/C Issuer, each in accordance with Section 2.15(a) above. (ii) The Administrative Agent shall have received a certificate, dated the form of Exhibit O (a “applicable Incremental Commitment Increase Supplement”)Effective Date, whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled from the Borrower, certifying as to the benefits matters set forth in clause (iii) below. If required by the Administrative Agent, the Administrative Agent shall have received such evidence of this Agreement appropriate corporate authorization on the part of the Borrower with respect to the full amount of its Commitment as so increased, Increase in form and Schedule II shall be deemed substance reasonably satisfactory to be amended to so increase the Administrative Agent and the Lenders providing such Commitment of such BankIncrease. (diii) The effectiveness As of any New Bank Supplement the applicable Incremental Commitment Effective Date, (A) no Default or Event of Default shall exist or would result from such Commitment Increase Supplement and (B) the representations and warranties of the Borrower contained in Article V, and which are contained in any Loan Document furnished by the Borrower at any time under or in connection herewith, shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers true and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)correct, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitmentrepresentations and warranties specifically refer to a different date, in which case they shall be true and correct as of such excess amount will be allocated todate, and made byexcept that for purposes of this Section 2.15, the relevant New Banks representations and Increasing Banks warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made most recent statements furnished pursuant to this subsection 2.20 on such Re-Allocation Date. clauses (iia) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreementb), and on the last day respectively, of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesSection 6.01. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing writing, given not more frequently than once a calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $250,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers mayBorrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution entities that is not an existing Bank the opportunity will be requested to provide a new Commitment pursuant to paragraph (b) below such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the BanksBorrower, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at will notify such time a Bank (which consent shall not be unreasonably withheld or delayed)Lenders, offer to any existing Bank or to one or more additional banks or and/or banks, financial institutions the opportunity to provide all or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer. (b) Any additional bank or bank, financial institution that or other entity which the Borrowers select Borrower selects to offer the opportunity to provide any a portion of the increased Commitments, Total Commitments and that which elects to become a party to this Agreement and provide obtain a Commitment, Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New Bank Supplement Lender Supplement”) with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankRevolving Credit Lender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Revolving Credit Lender shall be in an amount not less than $10,000,0005,000,000. (c) Any Bank that Lender which accepts an offer to it by the Borrowers Borrower to increase its Commitment pursuant to this subsection 2.20 Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”)B, whereupon such Bank (an “Increasing Bank”) 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 II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, if any bank or financial institution or other entity becomes a New Bank Revolving Credit Lender pursuant to subsection 2.20(bSection 2.3(b) or any BankLender’s Commitment is increased pursuant to subsection 2.20(cSection 2.3(c), additional Committed Rate Revolving Loans made on or after the date of the effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank Lender making an aggregate principal amount of Committed Rate Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant such New Banks and Increasing Banks Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective CommitmentsCommitments otherwise available for Revolving Loans). On each , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation Date, Date shall be effected by repayment of such Eurodollar Loans on the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank last day of the adjusted Commitment Percentages after giving effect to any increase in Interest Period applicable thereto and the aggregate Commitments made pursuant to this subsection 2.20 making of new Eurodollar Loans pro rata based on such Re-Allocation Date. (ii) new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the last day of the respective Interest Periods the applicable Borrower shall make prepayments principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this subsection 2.20Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretiondiscretion and unless the Administrative Agent consents to such increase (which consent of the Administrative Agent shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $1,000,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The Borrowers, at their own expense, Administrative Agent shall execute and deliver have received on or prior to the Administrative Agent in exchange Revolving Credit Re-Allocation Date, for the surrendered Notes benefit of any Bankthe Lenders, if any, new Notes (i) a legal opinion of counsel to the order Borrower covering such matters as are customary for transactions of such Bankthis type as may be reasonably requested by the Administrative Agent, if requestedwhich opinions shall be substantially the same, in an amount equal to the Commitment extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of such Bank after giving effect resolutions of the board of directors of the Borrower authorizing the Borrower to any increase in such Bank’s Commitmentborrow the Revolving Credit Offered Increase Amount.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.03, the Borrowers may request Borrower and any one or more Lenders (including New Lenders) may, from time to time, without the consent of any other Lender (but with the consent of (i) the Administrative Agent (solely in the case of any Increasing Lender that is not then a Lender or an Affiliate thereof), each Issuing Bank and the Swingline Lender, in each case such consent not to be unreasonably withheld, delayed or conditioned), agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to as the aggregate Commitments “Increasing Lenders”) by notice executing and delivering to the Administrative Agent in writing of an Incremental Commitment Activation Notice specifying (i) the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank and (ii) the opportunity to subscribe for its pro rata share of proposed applicable Incremental Commitment Effective Date. Notwithstanding the increased Commitments; providedforegoing, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bA) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Closing Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. (b) . Any additional bank or bank, financial institution or other entity that is an Eligible Assignee (and has provided to the Borrowers select Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to offer the opportunity to provide any portion of the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and provide a Commitment, in connection with any Commitment Increase shall execute a New Bank Lender Supplement with the Borrowers and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and Schedule II all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Credit Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be amended repaid, (B) each Increasing Lender that shall have had a Commitment prior to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Increase shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer pay to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel in same day funds an amount equal to the Borrowers difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent shall reasonably request with respect thereto. receives the funds specified in clauses (i) Except as otherwise provided in subparagraphs (iiB) and (iiiC) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateabove, the Administrative Agent shall deliver such amended Schedule II and a notice pay to each Bank Lender the portion of such funds that is equal to the adjusted difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Percentages Increase) multiplied by (y) the amount of each Initial Borrowing, and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have obtained new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (G) the Borrower shall pay each Lender any increase in and all accrued but unpaid interest on its Revolving Credit Loans comprising the aggregate Commitments Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to this subsection 2.20 on such Re-Allocation Date. clause (iiA) In above shall be subject to compensation by the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, Borrower pursuant to the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Section 2.15 if the Incremental Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Effective Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and occurs other than on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect Period relating thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any Mondelēz International may from time after the Closing Dateto time, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Mondelēz International and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed extension of Commitments or increase (such notice, in the existing Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed), offer subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and that elects to become a party to this Agreement Mondelēz International and provide a Commitment, each Augmenting Lender shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon all such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably request specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect theretoof such Commitment Increase). The Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank Upon each Commitment Increase pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)this Section 2.18, additional Committed Rate Loans made if, on or after the date of such Commitment Increase, there are any Advances outstanding, such Advances shall on or prior to the effectiveness thereof of such Commitment Increase be prepaid from the proceeds of new Advances made hereunder (the “Re-Allocation Date”) reflecting such Commitment Increase), which prepayment shall be made accompanied by accrued interest on the Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata provisions of subsection 2.12(bborrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) based Commitment Increases shall become effective on the Commitment Percentages date specified in effect on and after such Re-Allocation Date (except the notice delivered by Mondelēz International pursuant to the extent that any first sentence of paragraph (a) above or on such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will other date as shall be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateagreed upon by Mondelēz International, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Dateapplicable Augmenting Lenders. (iid) In Notwithstanding the event that foregoing, no Commitment Increase shall become effective under this Section 2.18 unless, on any the date of such Re-Allocation Date there is an unpaid principal amount of ABR LoansCommitment Increase, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments satisfied as of such date (as though the Closing Date by more than $500,000,000, (iieffectiveness of such Commitment Increase were a Borrowing) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes shall have received a certificate of any Bank, if any, new Notes Mondelēz International to the order of that effect dated such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitmentdate.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,0002,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a1) At any time after the Closing DateThe Borrower may, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing of given during the amount Availability Period, from time to time request an increase to the existing Commitments (the any such increase, “Offered Increase AmountNew Commitments”) by an amount not less than U.S.$25,000,000 in the case of each such proposed increase (or such noticelesser amount which shall be approved by Administrative Agent), and integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a “date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by the Administrative Agent. Each such New Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity shall be subject to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank and the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be Lenders in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its their sole and absolute discretion. (b2) Any additional bank Such New Commitments shall become effective as of such Increased Amount Date, provided that (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion; (B) no Default or financial institution that the Borrowers select Event of Default shall exist on such Increased Amount Date before or after giving effect to offer the opportunity to provide any portion such New Commitments; (C) each of the increased Commitments, and that elects conditions set forth in Section 3.2 shall be satisfied as if such Increased Amount Date were a Credit Date; (D) the Borrower shall make any payments required pursuant to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers Section 2.7 and the Fee Letters in connection with such New Commitments; and (E) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative AgentAgent in connection with any such transaction. (3) On any Increased Amount Date on which New Commitments are effected, substantially in subject to the form satisfaction of Exhibit N the foregoing terms and conditions, (A) each New Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing BankLoan”) shall be bound by deemed, for all purposes, a “Loan”. The terms and entitled provisions of the New Commitments shall be identical to the benefits terms and conditions of this Agreement with respect the Commitments, and the terms and conditions of the New Loans shall be identical to the full amount of its Commitment as so increased, terms and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions conditions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect theretoLoans. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that So long as no Default or Event of Default shall have has occurred and be is continuing, the Borrowers may request an that the Commitments be increased by up to $25,000,000 and, upon such request, Borrowers (or upon the request of Borrowers, Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased CommitmentsCommitment; provided, however, the Borrowers may, with the consent of the Administrative Agent that (i) each Lender which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement prior to such increase shall have the first option, and provide a Commitment, shall execute a New Bank Supplement with may elect to fund its Pro Rata share of the Borrowers and amount of the Administrative Agent, substantially increase in the form Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of Exhibit N (a “New Bank Supplement”the amount of the increase in the Commitments), whereupon such bank or thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so, (ii) in the event that it becomes necessary to include a new financial institution (a “New Bank”) to fund the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee that is reasonably acceptable to Agent and Parent and each such financial institution shall become a Bank for all purposes Lender hereunder and agree to the same extent as if originally a become party hereto to, and shall assume and agree to be bound by and entitled to the benefits of by, this Agreement, subject to all terms and Schedule II conditions hereof; (iii) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, upon the request of Borrowers, Agent shall be deemed use its commercially reasonable efforts to be amended solicit such additional financial institution or institutions to add become Lenders; (iv) no Lender shall have an obligation to the name and Commitment of such New BankBorrowers, provided that the Commitment of Agent or any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers other Lender to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with or its Pro Rata share of the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increasedCommitments, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (iv) in no event shall the addition of any transaction effected Lender or Lenders or the increase in the Revolver Commitment of any Lender under this Section 2.2.1 increase the Commitments (A) in any single instance by less than $5,000,000 or (B) to an aggregate amount greater than $100,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Commitments set forth on the signature pages to this Agreement shall be amended by Agent and the Borrowers to reflect such addition or such increase. Any new financial institution added as a new Lender pursuant to this subsection 2.20 cause the aggregate Commitments Section 2.2.1 shall be required to exceed the Total Commitments as have a Commitment of the Closing Date by more not less than $500,000,000, 10,000,000 (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date unless otherwise agreed by Agent and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so Borrower Representative in its sole their discretion). (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase), the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $5,000,000 and shall not exceed, in the aggregate for all increases, $100,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers mayBorrower may offer such declined amount to (i) other Lenders with the consent of the Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent Agent, the Swingline Lender and the Issuing Lenders (which consent consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution entities that is not an existing Bank the opportunity will be requested to provide a new Commitment pursuant to paragraph (b) below such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the BanksBorrower, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at will notify such time a Bank (which consent shall not be unreasonably withheld or delayed)Lenders, offer to any existing Bank or to one or more additional banks or and/or banks, financial institutions the opportunity to provide all or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer. (b) Any additional bank or bank, financial institution that or other entity which the Borrowers select Borrower selects to offer the opportunity to provide any a portion of the increased Commitments, Total Commitments and that which elects to become a party to this Agreement and provide obtain a Commitment, Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New Bank Supplement Lender Supplement”) with the Borrowers Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankRevolving Credit Lender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Revolving Credit Lender shall be in an amount not less than $10,000,0005,000,000. (c) Any Bank that Lender which accepts an offer to it by the Borrowers Borrower to increase its Commitment pursuant to this subsection 2.20 Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the Borrowers Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”)B, whereupon such Bank (an “Increasing Bank”) 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 II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, if any bank or financial institution or other entity becomes a New Bank Revolving Credit Lender pursuant to subsection 2.20(bSection 2.3(b) or any BankLender’s Commitment is increased pursuant to subsection 2.20(cSection 2.3(c), additional Committed Rate Revolving Loans made on or after the date of the effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank Lender making an aggregate principal amount of Committed Rate Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant such New Banks and Increasing Banks Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective CommitmentsCommitments otherwise available for Revolving Loans). On each , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation Date, Date shall be effected by repayment of such Eurodollar Loans on the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank last day of the adjusted Commitment Percentages after giving effect to any increase in Interest Period applicable thereto and the aggregate Commitments made pursuant to this subsection 2.20 making of new Eurodollar Loans pro rata based on such Re-Allocation Date. (ii) new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the last day of the respective Interest Periods the applicable Borrower shall make prepayments principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this subsection 2.20Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretiondiscretion and unless the Administrative Agent, the Swingline Lender and the Issuing Lenders consent to such increase (which consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $400,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The Borrowers, at their own expense, Administrative Agent shall execute and deliver have received on or prior to the Administrative Agent in exchange Revolving Credit Re-Allocation Date, for the surrendered Notes benefit of any Bankthe Lenders, if any, new Notes (i) a legal opinion of counsel to the order Borrower covering such matters as are customary for transactions of such Bankthis type as may be reasonably requested by the Administrative Agent, if requestedwhich opinions shall be substantially the same, in an amount equal to the Commitment extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of such Bank after giving effect resolutions of the board of directors of the Borrower authorizing the Borrower to any increase in such Bank’s Commitmentborrow the Revolving Credit Offered Increase Amount.

Commitment Increases. (a) At The Borrower shall have the right at any time after and from time to time to (i) request an increase in the Closing DateCommitments of any Lenders (“Commitment Increase”) and/or (ii) add Commitments of one or more other lenders or financial institutions or other entities that will become Lenders (each, an “Additional Commitment Lender”), subject to the consent of each such Lender that is increasing its Commitment or is an Additional Commitment Lender, as applicable, provided that no Event of Default shall have occurred and be continuingafter giving effect thereto, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new the Total Commitment becomes effective does shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below300,000,000. No Bank has an Lender shall have any obligation to participate in any increase its Commitment pursuant described in this paragraph unless it agrees to this Section 2.20 except do so in its sole discretion. (b) Any additional bank or financial institution that With respect to a Commitment Increase pursuant to clause (a)(i) above, the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and Borrower shall provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, supplement substantially in the form of Exhibit N F-1 hereto (each, an “Increase Supplement”) specifying the amount of such Commitment Increase and the applicable Commitment Increase closing date, executed by each increasing Lender and the Borrower, which shall be delivered to the Administrative Agent for recording in the Register. (c) With respect to an addition of one or more Additional Commitment Lenders pursuant to clause (a)(ii) above, (i) each such Additional Commitment Lender and the Borrower shall execute and provide a New Lender Supplement (each, a “New Bank Lender Supplement”) substantially in the form of Exhibit F-2 hereto, specifying, among other things, the Commitment amount and the applicable Commitment closing date, with the approval of the Administrative Agent (such approval, not to be unreasonably withheld or delayed), whereupon such bank or financial institution (a “New Bank”) Additional Commitment Lender shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The Upon the effectiveness of any New Bank the Increase Supplement or Commitment Increase Supplement the New Lender Supplement, as the case may be, outstanding Revolving Credit Loans and/or participations in outstanding Swingline Loans under the Revolving Credit Facility shall be contingent upon receipt by reallocated (and the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers increasing Lenders or joining Additional Commitment Lenders, as the Administrative Agent applicable, shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)make appropriate payments representing principal, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions Borrower making any necessary payments of subsection 2.12(baccrued interest and other accrued amounts) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent so that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase thereto the increasing Lenders or the joining Additional Commitment Lenders, as the case may be, and the other Lenders under the Revolving Credit Facility share ratably in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Revolving Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof Exposures thereunder in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesCommitments. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At The Banks hereby acknowledge and agree that the Borrower may at any time after prior to the Closing Final Maturity Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no Event of Default Bank shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice required to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer agree to any existing Bank such increase) or any bank or other by requesting a financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects Eligible Transferee to become a party to this Agreement and provide (such institution, a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “"New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank"), provided that (i) no Event of Default has occurred and is continuing at the Commitment time of any such increase, (ii) the Credit Rating shall be either an Increased Investment Grade Rating or a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrower shall deliver a notice of such increase to the Payments Administrator describing (x) the amount of such increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such increase and the amount of each such entity's Commitment after giving effect to such increase, and (iv) the Borrower and each such Bank or New Bank shall be deliver an Agreement of Commitment Increase to the Payments Administrator. Any such Total Commitment increase will become effective upon (A) in an amount not less than the case of New Banks only, the payment to the Payments Administrator of a nonrefundable fee of $10,000,000. 2,500 and (cB) Any Bank that accepts an offer to it in all cases, the recording by the Borrowers Payments Administrator of such addition to increase the Total Commitment in the Register, the Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the effectiveness of any additional Commitment pursuant to this subsection 2.20 shallSection 1.16, in each case(x) the New Bank, execute if any, will become a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing "Bank”) shall be bound by and entitled to the benefits " for all purposes of this Agreement and the other Credit Documents with respect to the full amount of its a Commitment as so increased, recorded by the Payments Administrator in the Register and Schedule II (y) the Borrower shall be deemed issue to be amended the respective Bank or New Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to so increase this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the Commitment Borrower and each of such Bankthe Banks. (db) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by If the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Total Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date.Section 1.16 (iia) In at a time when Loans are outstanding, then the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof take all such actions as appropriate to repay and one or both Borrowers shall make borrowings of ABR reborrow Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR (but without any obligation to repay Eurodollar Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and other than on the last day of an Interest Period applicable thereto and without regard to the respective Interest Periods provisions of the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings first sentence of ABR Loans and/or Eurocurrency Loans Section 1.08), so that, after giving effect theretoas soon as practicable, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as principal amount of the Closing Date by more than $500,000,000, (ii) the Commitment Loans of an individual each Non-Defaulting Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% equals such Bank's Percentage of the aggregate Commitments on any Reoutstanding principal amount of all Loans of all Non-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionDefaulting Banks. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing DateDate and prior to the Commitment Expiration Date of any Bank, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 250,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,0001,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.25(a) and (ii) the Aggregate Commitment shall not exceed $1,000,000,000 after giving effect to the effectiveness of any Commitment Increase. Each Augmenting Lender (if not then a Lender) shall be subject to the approval of the increased Commitments; providedAgent, however, each Issuing Bank and the Borrowers may, with the consent of the Administrative Agent Swingline Lender (which consent approval shall not be unreasonably withheld or delayedwithheld) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph . (b) below if the aggregate amount of all Commitments made hereunder Upon each Commitment Increase pursuant to this proviso which Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting 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 when to such new Commitment becomes effective does not exceed $500,000,000 Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Swingline Loans and Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to subsection 2.20(f). If Section 2.24) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any portion Revolving Loans outstanding, the parties hereto shall, at the request of the increased Commitments offered Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to the Banks as contemplated Agent and the Company, in the immediately preceding sentence is not subscribed for outstanding Revolving Loans being held by the Banks, Lenders ratably in accordance with their Commitments. In determining the Borrowers may, with the consent of the Administrative Agent as actions to any bank or financial institution that is not at such time a Bank be taken (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions may include the opportunity to provide prepayment and reborrowing of all or a portion of such unsubscribed portion Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the increased Commitments balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The 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 paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000immediately preceding sentence. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment Increases and new Commitments created pursuant to this subsection 2.20 shallSection 2.25 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, in each case, execute a Commitment Increase Supplement with the Borrowers Agent and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bankapplicable Augmenting Lenders. (d) The effectiveness Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any New Bank Supplement Lender) or Commitment Increase Supplement addition of an Augmenting Lender shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. become effective under this Section unless (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of such increase, the effectiveness thereof conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “Re-Allocation Closing Date”” in Sections 5.5 and 5.7 shall be deemed to refer to the date of such Commitment Increase) shall be made in accordance with satisfied as of such date (as though the pro rata provisions effectiveness of subsection 2.12(bsuch increase were a Credit Extension) based on and the Commitment Percentages in Agent shall have received a certificate to that effect on dated such date and after such Re-Allocation Date (except to executed by an Authorized Officer of the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated toCompany, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment actions referred to in paragraph (b)(ii) of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Section 2.25 shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. been agreed upon by the Agent and the Company (g) The Borrowersprovided, at their own expensehowever, shall execute that the prepayment and deliver to reborrowing on the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order date of such Bank, if requested, Commitment Increase of all Revolving Loans then outstanding shall be deemed to satisfy the condition specified in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitmentthis clause (ii)).

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,0002,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a1) At any time after the Closing DateThe Borrower may, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing of given during the amount Availability Period, from time to time request an increase to the existing Commitments (the any such increase, “Offered Increase AmountNew Commitments”) by an amount not less than U.S.$25,000,000 in the case of each such proposed increase (or such noticelesser amount which shall be approved by Administrative Agent), and integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a “date not less than 20 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by the Administrative Agent. Each such New Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity shall be subject to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank and the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be Lenders in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its their sole and absolute discretion. (b2) Any additional bank Such New Commitments shall become effective as of such Increased Amount Date, provided that (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion; (B) no Default or financial institution that the Borrowers select Event of Default shall exist on such Increased Amount Date before or after giving effect to offer the opportunity to provide any portion such New Commitments; (C) each of the increased Commitments, and that elects conditions set forth in Section 3.2 shall be satisfied as if such Increased Amount Date were a Credit Date; (D) the Borrower shall make any payments required pursuant to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers Section 2.7 and the Fee Letters in connection with such New Commitments; and (E) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative AgentAgent in connection with any such transaction. (3) On any Increased Amount Date on which New Commitments are effected, substantially in subject to the form satisfaction of Exhibit N the foregoing terms and conditions, (A) each New Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing BankLoan”) shall be bound by deemed, for all purposes, a “Loan”. The terms and entitled provisions of the New Commitments shall be identical to the benefits terms and conditions of this Agreement with respect the Commitments, and the terms and conditions of the New Loans shall be identical to the full amount of its Commitment as so increased, terms and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions conditions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect theretoLoans. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a1) At any time after the Closing DateThe Borrower may, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent given during the Availability Period, from time to time request an increase to the existing Commitments (any such increase, “New Commitments”) to an aggregate amount (including the existing Commitments and such New Commitments) not in writing excess of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased CommitmentsCap; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Commitments for each increase shall be in an amount not less than $10,000,000. U.S.$25,000,000 and integral multiples of U.S.$1,000,000 in excess of that amount (c) Any Bank that accepts an offer or such lesser amount equal to it by the Borrowers to increase its difference between the Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers Cap and the Administrative Agent, substantially in sum of the form of Exhibit O (a “Commitment Increase Supplement”), whereupon existing Commitments and such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement New Commitments with respect to the full amount Loans) and, in the aggregate, not in excess of its the Commitment as so increasedCap. Each such notice shall specify the date (each, and Schedule II an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be deemed effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by the Administrative Agent. Each such New Commitment shall be amended subject to so increase consent of the Commitment of such BankAdministrative Agent and Lenders in their sole and absolute discretion. (d2) The effectiveness Such New Commitments shall become effective as of such Increased Amount Date if (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion, (B) no Default or Event of Default exists on such Increased Amount Date before or after giving effect to such New Commitments, (C) each of the conditions set forth in Section 3.2 is satisfied as if such Increased Amount Date were a Credit Date, (D) the Borrower makes any payments required pursuant to Section 2.7 and the Fee Letters in connection with such New Bank Supplement Commitments, and (E) the Borrower shall deliver or Commitment Increase Supplement shall cause to be contingent upon receipt delivered any legal opinions or other documents reasonably requested by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request in connection with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Datetransaction. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing Date, Total Commitment be increased by increasing the aggregate Domestic Commitment under the Domestic Facility; provided that no Event the aggregate amount of Default all such increases shall have occurred and be continuing, the Borrowers not exceed $500,000,000. The Borrower may (I) request an increase one or more of the aggregate Commitments by notice Domestic Lenders to increase the amount of its Domestic Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the “Offered Increase Amount”II) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Lender (which consent consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Domestic Lenders under this Agreement. In no event may any Lender’s Domestic Commitment be increased without the opportunity to provide all or a portion prior written consent of such unsubscribed portion Lender. The failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased Commitments pursuant to paragraph (b) belowif, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. No Bank has an obligation Upon any request by the Borrower to increase its Commitment pursuant the Total Commitment, the Borrower shall be deemed to this Section 2.20 except in its sole discretionhave represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. (b) Any additional bank or financial institution If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Domestic Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit N G (a “New Bank Commitment Increase Supplement”), whereupon which agreement shall specify, among other things, the amount of the increased Domestic Commitment of such bank or financial institution (a “Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Domestic Commitment, Schedule 2.01 shall, without further action, be deemed to have been amended appropriately to reflect the increased Domestic Commitment. Any New Bank”) shall Lender which is willing to become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by a Domestic Lender hereunder (and entitled which arrangement to the benefits of this Agreement, become a party hereto and Schedule II shall be deemed a Domestic Lender hereunder has been consented to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment Administrative Agent and each Issuing Lender pursuant to this subsection 2.20 shall, in each case, execute Section 2.23(a)) shall enter into a Commitment Increase Supplement written agreement with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit O H (a “Commitment Increase New Lender Supplement”), whereupon which agreement shall specify, among other things, its Domestic Commitment hereunder. When such Bank (an “Increasing Bank”) shall be bound by and entitled to New Lender becomes a Domestic Lender hereunder as set forth in the benefits of this Agreement with respect to the full amount of its Commitment as so increasedNew Lender Supplement, and Schedule II shall 2.01 shall, without further action, be deemed to be have been amended as appropriate to so increase reflect the Commitment of such BankNew Lender. Upon the execution by the Administrative Agent, the Borrower and such New Lender of such New Lender Supplement, such New Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Domestic Lenders set forth in this Agreement, and its Domestic Commitment shall be the amount specified in its New Lender Supplement. (dc) The effectiveness In no event shall an increase in a Lender’s Domestic Commitment or the Domestic Commitment of any a New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as Lender become effective until the Administrative Agent shall reasonably request with respect thereto. (i) Except have received favorable written opinions of counsel for the Borrower, addressed to the Lenders, covering such matters as otherwise provided in subparagraphs (ii) and (iii) are customary for transactions of this paragraph (e)type as may be reasonably requested by the Administrative Agent, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) which opinions shall be made in accordance with substantially the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except same, to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitmentappropriate, in which case such excess amount will be allocated to, and made by, as the relevant New Banks and Increasing Banks opinions rendered by counsel to the extent of, and Borrower on the Closing Date. In no event shall an increase in accordance with a Lender’s Domestic Commitment or the pro rata provisions Domestic Commitment of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, a New Lender which results in the Total Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall deliver have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such amended Schedule II increase, certified by the Secretary or an Assistant Secretary of the Borrower. Upon the effectiveness of the increase in a Lender’s Domestic Commitment or the Domestic Commitment of a New Lender pursuant to the preceding sentence and execution by an Increasing Lender of a notice Commitment Increase Supplement or by a New Lender of a New Lender Supplement, the Borrower shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Domestic Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Domestic Revolving Loans owing to each Bank Domestic Lender (including each such Increasing Lender and New Lender) to be proportional to such Lender’s share of the adjusted Commitment Percentages Total Domestic Commitments after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on thereof. Any such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount prepayments of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may shall be in accordance subject to Section 2.17. Any such borrowings, if based on the Eurocurrency Rate, shall have amounts allocated to Interest Periods that end on dates that coincide with the pro rata provisions end of subsection 2.12(bInterest Periods then applicable to outstanding Eurocurrency Loans (notwithstanding the definition of “Interest Period”) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted so as to reflect cause the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and be continued or converted pursuant to Section 2.13 on the last day of the respective each such Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may Period to be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesfor all Lenders. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate, $1,000,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers mayBorrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent and, unless any such other bank, financial institution or other entity would qualify as an Eligible Assignee, the Issuing Lender (which consent consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution entities that is not an existing Bank the opportunity will be requested to provide a new Commitment pursuant to paragraph (b) below such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the BanksBorrower, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at will notify such time a Bank (which consent shall not be unreasonably withheld or delayed)Lenders, offer to any existing Bank or to one or more additional banks or and/or banks, financial institutions the opportunity to provide all or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer. (b) Any additional bank or bank, financial institution that or other entity which the Borrowers select Borrower selects to offer the opportunity to provide any a portion of the increased Commitments, Total Commitments and that which elects to become a party to this Agreement and provide obtain a Commitment, Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New Bank Supplement Lender Supplement”) with the Borrowers Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankRevolving Credit Lender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Revolving Credit Lender shall be in an amount not less than $10,000,0005,000,000. (c) Any Bank that Lender which accepts an offer to it by the Borrowers Borrower to increase its Commitment pursuant to this subsection 2.20 Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the Borrowers Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”)B, whereupon such Bank (an “Increasing Bank”) 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 II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, if any bank or financial institution or other entity becomes a New Bank Revolving Credit Lender pursuant to subsection 2.20(bSection 2.3(b) or any BankLender’s Commitment is increased pursuant to subsection 2.20(cSection 2.3(c), additional Committed Rate Revolving Loans made on or after the date of the effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank Lender making an aggregate principal amount of Committed Rate Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant such New Banks and Increasing Banks Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective CommitmentsCommitments otherwise available for Revolving Loans). On each , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation Date, Date shall be effected by repayment of such Eurodollar Loans on the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank last day of the adjusted Commitment Percentages after giving effect to any increase in Interest Period applicable thereto and the aggregate Commitments made pursuant to this subsection 2.20 making of new Eurodollar Loans pro rata based on such Re-Allocation Date. (ii) new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the last day of the respective Interest Periods the applicable Borrower shall make prepayments principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this subsection 2.20Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretiondiscretion and unless the Administrative Agent and the Issuing Lender consent to such increase (which consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $3,000,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The Borrowers, at their own expense, Administrative Agent shall execute and deliver have received on or prior to the Administrative Agent in exchange Revolving Credit Re-Allocation Date, for the surrendered Notes benefit of any Bankthe Lenders, if any, new Notes (i) a legal opinion of counsel to the order Borrower covering such matters as are customary for transactions of such Bankthis type as may be reasonably requested by the Administrative Agent, if requestedwhich opinions shall be substantially the same, in an amount equal to the Commitment extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of such Bank after giving effect resolutions of the board of directors of the Borrower authorizing the Borrower to any increase in such Bank’s Commitmentborrow the Revolving Credit Offered Increase Amount.

Commitment Increases. (a) At Kraft Foods may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Kraft Foods and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed), offer subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and that elects to become a party to this Agreement Kraft Foods and provide a Commitment, each Augmenting Lender shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon all such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably request specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect theretoof such Commitment Increase). The Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank Upon each Commitment Increase pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)this Section 2.18, additional Committed Rate Loans made if, on or after the date of such Commitment Increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to the effectiveness thereof of such Commitment Increase be prepaid from the proceeds of new Pro Rata Advances made hereunder (the “Re-Allocation Date”) reflecting such Commitment Increase), which prepayment shall be made accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata provisions of subsection 2.12(bborrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) based Commitment Increases and new Commitments created pursuant to this Section 2.18 shall become effective on the Commitment Percentages date specified in effect on and after such Re-Allocation Date (except the notice delivered by Kraft Foods pursuant to the extent that any first sentence of paragraph (a) above or on such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will other date as shall be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateagreed upon by Kraft Foods, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any applicable Augmenting Lenders. (d) Notwithstanding the foregoing, no increase in the aggregate Commitments made pursuant to (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this subsection 2.20 Section 2.18 unless on the date of such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loansincrease, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments satisfied as of such date (as though the Closing Date by more than $500,000,000, (iieffectiveness of such increase were a Borrowing) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes shall have received a certificate of any Bank, if any, new Notes Kraft Foods to the order of that effect dated such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitmentdate.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.04, the Borrowers may request an increase Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of the aggregate Commitments by notice to any other Lender, the Administrative Agent in writing of the amount or any Issuing Bank (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent and each Issuing Bank (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to each Bank as the opportunity “Increasing Lenders”) by executing and delivering to subscribe for its pro rata share the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the increased Commitmentsproposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bA) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Closing Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 300,000,000 and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. (b) . Any additional bank or bank, financial institution or other entity that is eligible to be an assignee under Section 10.04 (and has provided to the Borrowers select Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to offer the opportunity to provide any portion of the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and provide a Commitment, in connection with any Commitment Increase shall execute a New Bank Lender Supplement with the Borrowers and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and Schedule II all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be amended repaid, (B) each Increasing Lender that shall have had a Commitment prior to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Increase shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer pay to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel in same day funds an amount equal to the Borrowers difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent shall reasonably request with respect thereto. receives the funds specified in clauses (i) Except as otherwise provided in subparagraphs (iiB) and (iiiC) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateabove, the Administrative Agent shall deliver such amended Schedule II and a notice pay to each Bank Lender the portion of such funds that is equal to the adjusted difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Percentages Increase) multiplied by (y) the amount of each Initial Borrowing, and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase), and (G) the Borrower shall pay each Lender any increase in and all accrued but unpaid interest on its Loans comprising the aggregate Commitments Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to this subsection 2.20 on such Re-Allocation Date. clause (iiA) In above shall be subject to compensation by the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, Borrower pursuant to the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Section 2.15 if the Incremental Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Effective Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and occurs other than on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect Period relating thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At The Banks hereby acknowledge and agree that the Borrower may at any time after prior to the Closing Commitment Expiry Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no Event of Default Bank shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice required to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer agree to any existing Bank such increase) or any bank or other by requesting a financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects Eligible Transferee to become a party to this Agreement and provide (such institution, a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “"New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank"), provided that (i) no Event of Default has occurred and is continuing at the Commitment time of any such increase, (ii) the Credit Rating shall be either an Increased Investment Grade Rating or a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrower shall deliver a notice of such increase to the Payments Administrator describing (x) the amount of such increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such increase and the amount of each such entity's Commitment after giving effect to such increase, and (iv) the Borrower and each such Bank or New Bank shall be deliver an Agreement of Commitment Increase to the Payments Administrator. Any such Total Commitment increase will become effective upon (A) in an amount not less than the case of New Banks only, the payment to the Payments Administrator of a nonrefundable fee of $10,000,000. 2,500 and (cB) Any Bank that accepts an offer to it in all cases, the recording by the Borrowers Payments Administrator of such addition to increase the Total Commitment in the Register, the Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the effectiveness of any additional Commitment pursuant to this subsection 2.20 shallSection 1.16, in each case(x) the New Bank, execute if any, will become a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing "Bank”) shall be bound by and entitled to the benefits " for all purposes of this Agreement and the other Credit Documents with respect to the full amount of its a Commitment as so increased, recorded by the Payments Administrator in the Register and Schedule II (y) the Borrower shall be deemed issue to be amended the respective Bank or New Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to so increase this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the Commitment Borrower and each of such Bankthe Banks. (db) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by If the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Total Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date.Section 1.16 (iia) In at a time when Loans are outstanding, then the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof take all such actions as appropriate to repay and one or both Borrowers shall make borrowings of ABR reborrow Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR (but without any obligation to repay Eurodollar Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and other than on the last day of an Interest Period applicable thereto and without regard to the respective Interest Periods provisions of the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings first sentence of ABR Loans and/or Eurocurrency Loans Section 1.08), so that, after giving effect theretoas soon as practicable, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as principal amount of the Closing Date by more than $500,000,000, (ii) the Commitment Loans of an individual each Non-Defaulting Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% equals such Bank's Percentage of the aggregate Commitments on any Reoutstanding principal amount of all Loans of all Non-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionDefaulting Banks. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase), the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $5,000,000 and shall not exceed, in the aggregate, $100,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers mayBorrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent and, unless any such other bank, financial institution or other entity would qualify as an Eligible Assignee, the Issuing Lender (which consent consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution entities that is not an existing Bank the opportunity will be requested to provide a new Commitment pursuant to paragraph (b) below such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the BanksBorrower, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at will notify such time a Bank (which consent shall not be unreasonably withheld or delayed)Lenders, offer to any existing Bank or to one or more additional banks or and/or banks, financial institutions the opportunity to provide all or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer. (b) Any additional bank or bank, financial institution that or other entity which the Borrowers select Borrower selects to offer the opportunity to provide any a portion of the increased Commitments, Total Commitments and that which elects to become a party to this Agreement and provide obtain a Commitment, Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a New Bank Supplement new lender supplement with the Borrowers Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankRevolving Credit Lender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Revolving Credit Lender shall be in an amount not less than $10,000,0005,000,000. (c) Any Bank that Lender which accepts an offer to it by the Borrowers Borrower to increase its Commitment pursuant to this subsection 2.20 Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the Borrowers Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”)B, whereupon such Bank (an “Increasing Bank”) 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 II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, if any bank or financial institution or other entity becomes a New Bank Revolving Credit Lender pursuant to subsection 2.20(bSection 2.3(b) or any BankLender’s Commitment is increased pursuant to subsection 2.20(cSection 2.3(c), additional Committed Rate Revolving Loans made on or after the date of the effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank Lender making an aggregate principal amount of Committed Rate LOSANGELES 618830 v1 (2K) Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant such New Banks and Increasing Banks Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective CommitmentsCommitments otherwise available for Revolving Loans). On each , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation Date, Date shall be effected by repayment of such Eurodollar Loans on the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank last day of the adjusted Commitment Percentages after giving effect to any increase in Interest Period applicable thereto and the aggregate Commitments made pursuant to this subsection 2.20 making of new Eurodollar Loans pro rata based on such Re-Allocation Date. (ii) new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the last day of the respective Interest Periods the applicable Borrower shall make prepayments principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this subsection 2.20Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretiondiscretion and unless the Administrative Agent and the Issuing Lender consent to such increase (which consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $300,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The Borrowers, at their own expense, Administrative Agent shall execute and deliver have received on or prior to the Administrative Agent in exchange Revolving Credit Re-Allocation Date, for the surrendered Notes benefit of any Bankthe Lenders, if any, new Notes (i) a legal opinion of counsel to the order Borrower covering such matters as are customary for transactions of such Bankthis type as may be reasonably requested by the Administrative Agent, if requestedwhich opinions shall be substantially the same, in an amount equal to the Commitment extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of such Bank after giving effect resolutions of the board of directors of the Borrower authorizing the Borrower to any increase in such Bank’s Commitmentborrow the Revolving Credit Offered Increase Amount.

Commitment Increases. (a) At any time after In the Closing Date, provided event that no Event of Default shall have occurred and be continuing, the Borrowers may request an Borrower wishes to increase of the aggregate Commitments by notice to Commitments, it shall notify the Lenders (through the Managing Administrative Agent in writing Agent) of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase NoticeOffer”). Any such Each Commitment Increase Notice must Offer shall offer each Bank the Lenders the opportunity to subscribe for its pro rata share participate in the increased Commitments ratably in accordance with their respective Commitment Percentages. In the event that any Lender (each, a “Declining Lender”) shall fail to accept in writing a Commitment Increase Offer within 10 Business Days after receiving notice thereof, all or any portion of the increased Commitments; provided, howeverproposed increase in the Commitments offered to the Declining Lenders (the aggregate of such offered amounts, the Borrowers may, with the consent of the Administrative Agent (which consent shall not “Declined Amount”) may instead be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer allocated to any existing Bank one or any bank more additional banks, financial institutions or other financial institution that is not an existing Bank the opportunity to provide a new Commitment entities pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as and/or to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments existing Lenders pursuant to paragraph (bc)(ii) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or bank, financial institution that or other entity (herein called a “New Lender”) which, with the Borrowers select to offer the opportunity to provide any portion consent of the increased CommitmentsBorrower and the Managing Administrative Agent, and that elects to become a party to this Agreement and provide obtain a CommitmentCommitment in an amount equal to all or any portion of a Declined Amount, shall execute a New Bank Lender Supplement (each, a “New Lender Supplement”) with the Borrowers Borrower and the Managing Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”)J-1, whereupon such bank or financial institution (a “New Bank”) Lender shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II 1.2 shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000Lender. (c) Any Bank that Lender which (i) accepts an offer a Commitment Increase Offer pursuant to it by subsection 2.23(a) or (ii) with the Borrowers consent of the Borrower elects to increase its Commitment pursuant by an amount equal to this subsection 2.20 all or any portion of a Declined Amount shall, in each case, execute a Commitment Increase Supplement (each, a “Commitment Increase Supplement”) with the Borrowers Borrower and the Managing Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”)J-2, whereupon such Bank (an “Increasing Bank”) 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 II 1.2 shall be deemed to be amended to so increase the Commitment of such BankLender. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent If on the date upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)which a bank, if any bank or financial institution or other entity becomes a New Bank Lender pursuant to subsection 2.20(b2.23(b) or any Bankupon which a Lender’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.2.23

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 375,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,0001,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At Subject to Section 2.15(c) below, the Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time after to time prior to the Closing Maturity Date, provided that no Event without the consent of Default shall have occurred and be continuingany other Lender, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, howeverAgent, the Borrowers may, Swing Line Lender or any L/C Issuer (but with the consent of the Administrative Agent Agent, the Swing Line Lender and each L/C Issuer (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering to each Bank agree that such Lenders shall provide additional Commitments or increase the opportunity to subscribe for its pro rata share amount of the increased their respective Commitments, offer as the case may be (each, a “Commitment Increase”), by executing and delivering to any existing Bank or any bank or other financial institution that is not the Administrative Agent an existing Bank Incremental Commitment Activation Notice specifying (i) the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the Aggregate Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does at any time shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 1,500,000,000 and (B) each Commitment Increase shall be in an aggregate principal amount of the increased Commitments offered to the Banks as contemplated $10,000,000 or in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent integral multiples of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below$5,000,000 in excess thereof. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. . Any Person (bother than an existing Lender) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to “Lender” under this Agreement in connection with any Commitment Increase must meet the criteria to be an Eligible Assignee and provide a Commitment, shall execute and deliver to the Administrative Agent a New Bank Lender Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N G (each, a “New Lender Supplement”), together with an Administrative Questionnaire and any applicable Tax forms required hereunder with respect to such Person, whereupon such Person (a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II . (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to be amended its Commitment and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On each Incremental Commitment Effective Date, (A) the Administrative Agent shall notify the Lenders (including the New Lenders) and the Borrower of the effectiveness of the applicable Commitment Increase, (B) each Lender (including each New Lender) shall pay to add the name and Administrative Agent, in same day funds, an amount, if positive, equal to (x) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, in each case, after giving effect to such New BankCommitment Increase) minus (y) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, provided in each case, without giving effect to such Commitment Increase), (C) promptly thereafter upon the Administrative Agent’s receipt of the amounts described in the foregoing clause (B), the Administrative Agent shall pay to each Lender, in same day funds, an amount such that the portion of the aggregate Loans then outstanding owing to such Lender after giving effect to such payment by the Administrative Agent equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of any such New Bank the Aggregate Commitments outstanding, in each case, after giving effect to the relevant Commitment Increase) and (D) the Borrower shall be responsible for paying to each Lender any breakage fees or costs in accordance with Section 3.05 to the same extent as if any reallocation of outstanding Loans pursuant to this Section 2.15(b) were deemed an amount not less than $10,000,000optional prepayment made by the Borrower. (c) Any Bank that accepts Each Commitment Increase shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.01): (i) The Administrative Agent shall have received (A) an offer to it Incremental Commitment Activation Notice from each Lender (including any New Lender) participating in such Commitment Increase, executed by the Borrowers Borrower, the Administrative Agent and such Lender (including such New Lender) and (B) if applicable, with respect to increase its Commitment pursuant to this subsection 2.20 shallany New Lender, in each casea New Lender Supplement, execute a Commitment Increase Supplement with executed by the Borrowers and Borrower, the Administrative Agent, substantially such New Lender, the Swing Line Lender and each L/C Issuer, each in accordance with Section 2.15(a) above. (ii) The Administrative Agent shall have received a certificate, dated the form of Exhibit O (a “applicable Incremental Commitment Increase Supplement”)Effective Date, whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled from the Borrower, certifying as to the benefits matters set forth in clause (iii) below. If required by the Administrative Agent, the Administrative Agent shall have received such evidence of this Agreement appropriate corporate authorization on the part of the Borrower with respect to the full amount of its Commitment as so increased, Increase in form and Schedule II shall be deemed substance reasonably satisfactory to be amended to so increase the Administrative Agent and the Lenders providing such Commitment of such BankIncrease. (diii) The effectiveness As of any New Bank Supplement the applicable Incremental Commitment Effective Date, (A) no Default or Event of Default shall exist or would result from such Commitment Increase Supplement and (B) the representations and warranties of the Borrower contained in Article V, and which are contained in any Loan Document furnished by the Borrower at any time under or in connection herewith, shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers true and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)correct, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitmentrepresentations and warranties specifically refer to a different date, in which case they shall be true and correct as of such excess amount will be allocated todate, and made byexcept that for purposes of this Section 2.15, the relevant New Banks representations and Increasing Banks warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made most recent statements furnished pursuant to this subsection 2.20 on such Re-Allocation Date. clauses (iia) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreementb), and on the last day respectively, of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesSection 6.01. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing DateCommitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may only request such an increase once in any six-month period and in no event shall the Commitments exceed $2,000,000,000. Such increase in the Commitments shall be effected as follows: the Borrower may (i) request one or more of the aggregate Commitments by notice Lenders to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment (which request shall be in writing and sent to the Administrative Agent in writing of the amount to forward to such Lender or Lenders) and/or (the “Offered Increase Amount”ii) of such proposed increase arrange for one or more financial institutions not a party hereto (such noticea "Third-Party Lender") to become parties to and Lenders under this Agreement, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of provided that (x) the Administrative Agent (shall have approved such Third-Party Lender, which consent approval shall not be unreasonably withheld withheld, and (y) after giving effect to such increase, no Lender shall have a U.S. Commitment Percentage or delayed)a Multicurrency Commitment Percentage which exceeds 15%. In no event may any Lender's U.S. Commitment or Multicurrency Commitment be increased without the prior written consent of such Lender, without offering and the failure of any Lender to each Bank respond to the opportunity to subscribe Borrower's request for its pro rata share an increase shall be deemed a rejection by such Lender of the Borrower's request. The Commitments may not be increased Commitmentsif, offer at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to increase the Commitments hereunder, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any existing Bank or any bank or other financial institution that is not an existing Bank obligation whatsoever to increase the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new its U.S. Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banksand/or its Multicurrency Commitment, the Borrowers mayand each Lender may at its option, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)unconditionally and without cause, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation decline to increase its U.S. Commitment pursuant to this Section 2.20 except and/or its Multicurrency Commitment. (a) If any Lender is willing, in its sole and absolute discretion. , to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment hereunder (b) Any additional bank or financial institution such a Lender hereinafter referred to as an "Increasing Lender"), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit N H (a “New Bank "Commitment Increase Supplement”"), whereupon which agreement shall specify, among other things, the amount of the increased U.S. Commitment and/or Multicurrency Commitment of such bank or financial institution Increasing Lender. Upon the effectiveness of such Increasing Lender's increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been amended as appropriate to reflect the increased U.S. Commitment and/or Multicurrency Commitment of such Increasing Lender. Any Third-Party Lender which, with the consent of the Borrower and the Administrative Agent (a “New Bank”) which consent, in the case of the Administrative Agent, shall not be unreasonably withheld), is willing to become a Bank for all purposes and to the same extent as if originally a party hereto and a Lender hereunder, shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute enter into a Commitment Increase Supplement written agreement with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit O I (a “Commitment Increase an "Additional Lender Supplement”"), whereupon which agreement shall specify, among other things, its U.S. Commitment and/or its Multicurrency Commitment hereunder. When such Bank (an “Increasing Bank”) shall be bound by and entitled to Third-Party Lender becomes a Lender hereunder as set forth in the benefits of this Agreement with respect to the full amount of its Commitment as so increasedAdditional Lender Supplement, and Schedule II shall I shall, without further action, be deemed to be have been amended as appropriate to so increase reflect the U.S. Commitment and/or the Multicurrency Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt Third-Party Lender. Upon the execution by the Administrative Agent Agent, the Borrower and such Third-Party Lender of such corporate resolutions Additional Lender Supplement, such Third-Party Lender shall become and be deemed a party hereto and a "Lender" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Borrowers Lenders set forth in this Agreement, and legal opinions its U.S. Commitment and/or its Multicurrency Commitment shall be the amount specified in its Additional Lender Supplement. Each Third-Party Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a "Lender" hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an "Additional Lender." (b) In no event shall an increase in a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of counsel to the Borrowers as a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender become effective until the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) have received a certificate from the Borrower, to the effect that the representations and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) warranties shall be made true and correct in accordance with the pro rata provisions all material respects and no Default or Event of subsection 2.12(b) based on the Commitment Percentages in Default shall have occurred and be continuing after giving effect on and after such Re-Allocation Date (except to the extent that any increase in the Commitments resulting from the increase in such pro rata borrowings would result Lender's U.S. Commitment and/or Multicurrency Commitment or the extension of a U.S. Commitment and/or Multicurrency Commitment by such Third-Party Lender. In no event shall an increase in any Bank making an aggregate principal a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender which results in the Commitments exceeding the amount of Committed Rate Loans which is authorized at such time in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks resolutions previously delivered to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, Administrative Agent become effective until the Administrative Agent shall deliver have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such amended Schedule II increase, certified by the Secretary or an Assistant Secretary of the Borrower. Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding U.S. Revolving Credit Loans or Multicurrency Loans, as shall be required to cause the aggregate outstanding principal amount of U.S. Revolving Credit Loans and a notice Multicurrency Loans owing to each Bank Lender (including each such Increasing Lender and Additional Lender) to be proportional to such U.S. Lender's share of the adjusted Commitment Percentages Aggregate U.S. Commitments and/or such Multicurrency Lender's share of the Multicurrency Commitments, respectively, after giving effect to any increase in the aggregate Commitments made pursuant thereof. The Borrower agrees to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on indemnify each Lender and to hold each Lender harmless from any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one loss or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, expense incurred as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this any such prepayment in accordance with subsection 2.202.17, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionas applicable. (gc) The BorrowersUpon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, at their own expense, shall execute and deliver to the Administrative Agent in exchange for shall notify each other Lender thereof and shall deliver to each Lender a copy of the surrendered Notes of any Bank, if any, new Notes to the order of Additional Lender Supplement executed by such Bank, if requested, in an amount equal to Additional Lender and the Commitment of Increase Supplement executed by such Bank after giving effect to any increase in such Bank’s CommitmentIncreasing Lender.

Commitment Increases. (a) At On and after the Amendment No.1 Effective Date, the Parent Borrower has the right at any time after and from time to time to (i) increase the Closing DateRevolving Commitments of any Lender and/or (ii) add Revolving Commitments (“Additional Revolving Commitments”) under any then existing Tranche of Revolving Commitments (on the same terms thereof), of one or more financial institutions or other entities that will become “Lenders” (each an “Additional Commitment Lender”), in each case subject only to the consent of such Lender that is increasing its Commitment or Additional Commitment Lender, as applicable, and, in the case of an increase pursuant to the foregoing clause (ii), the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no Event after giving effect thereto the aggregate amount of Default all Revolving Commitments shall have occurred and be continuingnot exceed $500,000,000. (b) With respect to a Revolving Commitment increase pursuant to clause (a)(i) above, the Borrowers may request an Parent Borrower shall provide a supplement substantially in the form of Exhibit O hereto (the “Increase Supplement”) specifying the Revolving Commitment increase of and the aggregate Commitments applicable Tranche, executed by notice each increasing Lender and the Parent Borrower which shall be delivered to the Administrative Agent for recording in writing the Register. (c) With respect to a Revolving Commitment increase pursuant to clause (a)(ii) above, the Parent Borrower shall provide a Lender Joinder Agreement substantially in the form of the amount Exhibit P hereto (the “Offered Increase AmountLender Joinder Agreement”) of such proposed increase (such noticespecifying, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, howeveramong other things, the Borrowers mayRevolving Commitment amount and the applicable Tranche, with executed by the consent of Additional Commitment Lender and the Parent Borrower and consented to by the Administrative Agent (which such consent shall not to be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to which shall be delivered together with any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment tax forms required pursuant to paragraph (bsubsection 3.11(b) below if the aggregate amount of all Commitments made hereunder pursuant hereof to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions for its recording in the opportunity to provide all or a portion of such unsubscribed portion Register. Upon effectiveness of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Lender Joinder Agreement, each Additional Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank Lender shall be a Tranche A Revolving Lender, Tranche B Revolving Lender or financial institution that Extending Lender, as the Borrowers select to offer the opportunity to provide any portion case may be, and a Lender for all intents and purposes of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Revolving Credit Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The Upon the effectiveness of any New Bank the Increase Supplement or Commitment Increase Supplement the Lender Joinder Agreement, as the case may be, outstanding Revolving Loans and/or participations in outstanding Swing Line Loans and/or L/C Obligations, as the case may be, shall be contingent reallocated (and the increasing Lender or joining Additional Commitment Lender, as applicable, shall make appropriate payments representing principal, with the Parent Borrower making any necessary payments of accrued interest) so that after giving effect thereto the increasing Lender or the joining Additional Commitment Lender, as the case may be, and the other Lenders share ratably in the total Aggregate Outstanding Revolving Credit in accordance with the applicable Commitments.” (x) Subsection 3.2(a) is hereby amended by inserting the words “applicable” immediately prior to the term “Maturity Date”. (y) Subsection 3.2(b)(ii) is hereby amended by inserting the words “applicable” immediately prior to the term “Maturity Date”. (z) Subsection 3.3 is hereby amended by inserting the words “in any one Tranche” immediately after the phrase “15 Sets”. (aa) Subsection 3.4(a) is hereby amended and restated in its entirety as follows: (a) Each of the Borrowers may at any time and from time to time prepay the Revolving Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account in whole or in part, subject to subsection 3.12, without premium or penalty, upon receipt at least three Business Days’ irrevocable (subject to the proviso to the third following sentence) notice by the Parent Borrower to the Administrative Agent (in the case of Eurocurrency Loans outstanding in Dollars or any Designated Foreign Currency and Reimbursement Obligations outstanding in any Designated Foreign Currency) and at least one Business Day’s irrevocable (subject to the proviso to the third following sentence) notice by the Parent Borrower to the Administrative Agent (in the case of (x) ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations outstanding in Dollars) or same day irrevocable (subject to the proviso to the third following sentence) notice by the Parent Borrower to the Administrative Agent (in the case of Swing Line Loans). Such notice shall specify the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Tranche A Revolving Loans, Tranche B Revolving Loans, Extended Revolving Loans or Swing Line Loans, or a combination thereof, and (ii) of Eurocurrency Loans, ABR Loans or a combination thereof and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such corporate resolutions Reimbursement Obligations. Upon the receipt of the Borrowers and legal opinions of counsel to the Borrowers as any such notice the Administrative Agent shall reasonably request promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with respect (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank amounts payable pursuant to subsection 2.20(b3.12, provided that, notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind or postpone any notice of prepayment under this subsection 3.4(a) if such prepayment would have resulted from a refinancing of the Facility, which refinancing shall not be consummated or any Bank’s Commitment shall otherwise be delayed. Partial prepayments of the Revolving Loans and the Reimbursement Obligations pursuant to this subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swing Line Loans then outstanding, second, to payment of the Tranche A Revolving Loans (if the prepayment is increased of Revolving Tranche A Loans in connection with a concomitant reduction in Revolving Credit Tranche A Commitments pursuant to subsection 2.20(c2.3), additional Committed Rate Revolving Tranche B Loans (if the prepayment is of Revolving Tranche B Loans in connection with a concomitant reduction in Revolving Tranche B Commitments pursuant to subsection 2.3), a Tranche of Extended Revolving Loans (if the prepayment is of such Tranche of Extended Revolving Loans in connection with a concomitant reduction such Tranche of Extended Revolving Commitments pursuant to subsection 2.3), or Revolving Credit Loans on a pro rata basis (in all other circumstances), as applicable, in each case then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this subsection 3.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on or after the date of the effectiveness thereof (the “Re-Allocation Date”a Dollar Equivalent basis. Partial prepayments pursuant to this subsection 3.4(a) shall be made in accordance with whole multiples of $1.0 million (or, in the pro rata provisions case of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result Eurocurrency Loans outstanding in any Bank making Designated Foreign Currency, the Dollar Equivalent of an aggregate principal amount of Committed Rate Loans at least approximately $1.0 million); provided that, notwithstanding the foregoing, any Loan may be prepaid in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Dateentirety.” (iibb) In the event that on any such Re-Allocation Date there Subsection 3.5(b) is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof hereby amended and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so restated in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.entirety as follows:

Commitment Increases. (a) At any time after Subject to the Closing Daterestrictions set forth in the Commitment Letter, the Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Four Hundred Million Dollars ($400,000,000), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in no Default then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000exists, (ii) the Commitment Borrower gives the Banks thirty (30) days' prior written notice of an individual Bank shall notsuch election, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation be obligated to increase its such Bank's Commitment unless it agrees to do so without such Bank's written consent which may be withheld in its such Bank's sole discretion. , (giv) The Borrowersthe Borrower, at their own expensenot the Banks or the Administrative Agent, shall execute be responsible for arranging for Persons to provide the additional Commitment amounts; and deliver (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in exchange for the surrendered Notes Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement. (b) On the date (“Funding Date”) of any Bankfuture increase in the Total Commitments permitted by this Agreement, if anysuch date designated by the Administrative Agent, new Notes the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the order Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such BankFunding Date, if requested, in an amount equal and the Administrative Agent shall distribute the funds so received to the Commitment other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Bank Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.08. The first payment of interest received by the Administrative Agent after giving effect such Funding Date shall be paid to any increase the Banks in such Bank’s Commitmentamounts adjusted to reflect the adjustments of their respective Pro Rata Shares of the Advances as of the Funding Date.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.04, the Borrowers may request an increase Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of the aggregate Commitments by notice to any other Lender, the Administrative Agent in writing of the amount or any Issuing Bank (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent and each Issuing Bank (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to each Bank as the opportunity “Increasing Lenders”) by executing and delivering to subscribe for its pro rata share the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the increased Commitmentsproposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bA) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Closing Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 300,000,000 and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. (b) . Any additional bank or bank, financial institution or other entity that is eligible to be an assignee under Section 10.04 (and has provided to the Borrowers select Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to offer the opportunity to provide any portion of the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and provide a Commitment, in connection with any Commitment Increase shall execute a New Bank Lender Supplement with the Borrowers and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and Schedule II all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be amended repaid, (B) each Increasing Lender that shall have had a Commitment prior to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Increase shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver pay to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in same day funds an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.difference between (1) the product of

Commitment Increases. (a) At Mondelēz may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by Mondelēz and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $25,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the increased Commitments; provided, however, Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the Borrowers may, with the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed), offer subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and that elects to become a party to this Agreement Mondelēz and provide a Commitment, each Augmenting Lender shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon all such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably request specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect theretoof such Commitment Increase). The Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank Upon each Commitment Increase pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)this Section 2.18, additional Committed Rate Loans made if, on or after the date of such Commitment Increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to the effectiveness thereof of such Commitment Increase be prepaid from the proceeds of new Pro Rata Advances made hereunder (the “Re-Allocation Date”) reflecting such Commitment Increase), which prepayment shall be made accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata provisions of subsection 2.12(bborrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) based Commitment Increases and new Commitments created pursuant to this Section 2.18 shall become effective on the Commitment Percentages date specified in effect on and after such Re-Allocation Date (except the notice delivered by Mondelēz pursuant to the extent that any first sentence of paragraph (a) above or on such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will other date as shall be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateagreed upon by Mondelēz, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any applicable Augmenting Lenders. (d) Notwithstanding the foregoing, no increase in the aggregate Commitments made pursuant to (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this subsection 2.20 Section 2.18 unless on the date of such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loansincrease, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments satisfied as of such date (as though the Closing Date by more than $500,000,000, (iieffectiveness of such increase were a Borrowing) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes shall have received a certificate of any Bank, if any, new Notes Mondelēz to the order of that effect dated such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitmentdate.

Commitment Increases. (a) At The Seller may, at any time after but in any event not more than twice prior to the Closing Termination Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent Agent, request that the Total Commitments, be increased by an amount of $25,000,000 or an integral multiple thereof (each a "Commitment Increase") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in writing of the amount effect (the “Offered "Increase Amount”Date") of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank as specified in the opportunity related notice to subscribe for its pro rata share of the increased CommitmentsAgent; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution however that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as at any time exceed $200,000,000 and (ii) on the date of any request by the Closing Seller for a Commitment Increase and on the related Increase Date the applicable conditions set forth in Section 3.02 shall be satisfied. (b) The Agent shall promptly notify the Purchasers of a request by more than $500,000,000the Seller for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation proposed Increase Date and (iii) the date by which Purchasers wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "Commitment Date"), which Commitment Date shall be no Bank shall have any obligation less than five Business Days from the date on which such notice is given. Each Purchaser that is willing to increase its participate in such requested Commitment unless it agrees to do so Increase (each an "Increasing Purchaser") shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Purchasers notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Purchasers willing to participate therein in such amounts as are agreed between the Seller and the Agent. (gc) The BorrowersPromptly following each Commitment Date, at their own expense, the Agent shall execute and deliver notify the Seller as to the Administrative Agent in exchange for the surrendered Notes of any Bankamount, if any, new Notes by which the Purchasers are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Purchasers are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Seller may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Purchasers as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.04(c) (each such Eligible Assignee, an "Assuming Purchaser") shall become a Purchaser party to this Agreement as of such Increase Date and the Commitment of each Increasing Purchaser for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Purchaser pursuant to the order last sentence of Section 2.04(b)) as of such BankIncrease Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Seller approving the Commitment Increase and (B) an opinion of counsel for the Seller (which may be in-house counsel), in form and substance reasonably satisfactory to the Agent; (ii) an assumption agreement from each Assuming Purchaser, if requestedany, in form and substance reasonably satisfactory to the Seller and the Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Agent and the Seller; and (iii) confirmation from each Increasing Purchaser of the increase in the amount of its Commitment in a writing satisfactory to the Seller and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.04(d), the Agent shall notify the Purchasers (including, without limitation, each Assuming Purchaser) and the Seller, on or before 12:00 Noon (New York City time), by telecopier, 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 Purchaser and each Assuming Purchaser on such date. Each Increasing Purchaser and each Assuming Purchaser shall, before 2:00 P.M. (New York City time) on the Increase Date, make Purchases in an amount equal to such Purchaser’s ratable portion of the Commitment of such Bank after giving effect to any increase in such Bank’s CommitmentIncrease.

Commitment Increases. (a) At The Borrower and any one or more Lenders (including New Lenders) may from time after to time agree that such Lenders shall make, obtain or increase the Closing Dateamount of their Commitments, provided that no Event of Default shall have occurred as applicable, by executing and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice delivering to the Administrative Agent an Increased Facility Activation Notice substantially in writing the form of Exhibit G-1 specifying (i) the amount of such increase, and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the “Offered Increase Amount”consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The Administrative Agent shall have received (i) a certificate, dated as such Increased Facility Closing Date and signed by the President, Chief Executive Officer, or a Financial Officer of the Borrower, stating that (a) the representations and warranties contained in Article IV hereof are true and correct on and as of such proposed Increased Facility Closing Date, and (b) as of such Increased Facility Closing Date, no Default has occurred and is continuing, (ii) if reasonably requested by the Administrative Agent, duly executed resolutions of the Borrower authorizing the request for and the incurrence of such increase in the Commitments (such noticeto the extent not already authorized in a prior resolution which authorization remains in full force and effect) and (iii) if reasonably requested by the Administrative Agent, a an opinion of counsel to the Borrower, dated as of the Increased Facility Closing Date, substantially in the form of the opinion delivered by the Borrower on the Closing Date. (b) Any existing Lender increasing their Commitments shall execute an Increasing Lender Supplement (each, an “Commitment Increase NoticeIncreasing Lender Supplement”). Any , substantially in the form of Exhibit G-2, whereupon such Commitment Increase Notice must offer each Bank Lender’s Commitments shall be increased by the opportunity to subscribe for its pro rata share of the increased Commitments; providedamount specified therein and any additional bank, however, the Borrowers mayfinancial institution or other entity which, with the consent of the Borrower, the Issuing Banks and the Administrative Agent (which consent shall not be unreasonably withheld or delayedwithheld), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to “Lender” under this Agreement and provide a Commitment, in connection with any transaction described in Section 2.18(a) shall execute a New Bank Lender Supplement with the Borrowers and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N G-2, whereupon such bank, financial institution or other entity (a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it Unless otherwise agreed by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in on each Increased Facility Closing Date the form of Exhibit O (a “Commitment Increase Supplement”)Borrower shall prepay all then outstanding Loans made to it, whereupon such Bank (an “Increasing Bank”) which prepayment shall be bound accompanied by payment of all accrued interest on the amount prepaid and entitled any amounts payable pursuant to Section 2.12 or Section 2.13 in connection therewith, and, to the benefits of this Agreement with respect extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the full amount of its Commitment as so increased, new and/or increased Commitments becoming effective on such date). Any prepayment and Schedule II reborrowing pursuant to the preceding sentence shall be deemed effected, to be amended to so increase the Commitment maximum extent practicable, through the netting of such Bankamounts payable between the Borrower and the respective Lenders. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20Agreement, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as each of the parties hereto hereby agrees that, on each Increased Facility Closing Date by more than $500,000,000Date, this Agreement (iiand the Schedules and Exhibits hereto) shall be amended to the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant extent (but only to this subsection 2.20, exceed 15% the extent) necessary to reflect the existence and terms of the aggregate increased Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so evidenced thereby. Any such deemed amendment may be effected in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to writing by the Administrative Agent in exchange for with the surrendered Notes of any Bank, if any, new Notes Borrower’s consent (not to be unreasonably withheld) and furnished to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitmentother parties hereto.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer shall be not less than $15,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.25(a), (ii) the Aggregate Commitment together with the “Aggregate Commitment” under the Supplemental Credit Agreement shall not exceed $1,300,000,000 after giving effect to the effectiveness of each Bank Commitment Increase and (iii) the opportunity Aggregate Commitment under this Agreement shall not exceed $1,150,000,000 at any time prior to subscribe for its pro rata share the termination of the increased Commitments; provided, however, Non-Extended Commitments on the Borrowers may, with Commitment Termination Date. Each Augmenting Lender (if not then a Lender) shall be subject to the consent approval of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bwithheld) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed)subject to the approval of any other Lenders, offer and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to any existing Bank or to one or more additional banks or financial institutions evidence the opportunity to provide all or a portion Commitment of such unsubscribed portion Augmenting Lender and/or its status as a Consenting Lender hereunder (such documentation in respect of any Commitment Increase together with the increased Commitments pursuant notice of such Commitment Increase being referred to paragraph (b) below. No Bank has an obligation to increase its collectively as the “Commitment pursuant to this Section 2.20 except Increase Amendment” in its sole discretionrespect of such Commitment Increase). (b) Any additional bank or financial institution that the Borrowers select Upon each Commitment Increase pursuant to offer the opportunity this Section, (i) each Lender immediately prior to provide any such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of the increased Commitmentssuch Commitment Increase, and that elects each such Augmenting Lender will automatically and without further act be deemed to become have assumed, a party portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to this Agreement such Commitment Increase and provide a Commitmenteach 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 Augmenting Lender) will (subject to Section 2.24) equal such Lender’s Pro Rata Share, (ii) if, on the date of such Commitment Increase, there are any Revolving Loans outstanding, such Revolving Loans shall execute a New Bank Supplement with on or prior to the Borrowers and effectiveness of such Commitment Increase be prepaid from the Administrative Agent, substantially in the form proceeds of Exhibit N new Revolving Loans made hereunder (a “New Bank Supplement”reflecting such Commitment Increase), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and which prepayment shall be bound accompanied by accrued interest on the Revolving Loans being prepaid and entitled to the benefits of this Agreement, any costs incurred by any Lender in accordance with Section 3.4 and Schedule II shall (iii) such Augmenting Lender will be deemed to be amended to add a Consenting Lender hereunder. The Agent and the name and Commitment of such New Bank, provided Lenders hereby agree that the Commitment of any such New Bank minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall be in an amount not less than $10,000,000apply to the transactions effected pursuant to the immediately preceding sentence. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment Increases and new Commitments created pursuant to this subsection 2.20 shallSection 2.25 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, in each case, execute a Commitment Increase Supplement with the Borrowers Agent and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bankapplicable Augmenting Lenders. (d) The effectiveness Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(bLender) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made addition of an Augmenting Lender shall become effective under this Section unless on or after the date of such increase, the effectiveness thereof conditions set forth in Section 4.2 (it being understood that all references to “Credit Extension Date” therein shall be deemed to refer to the “Re-Allocation Date”date of such Commitment Increase) shall be made in accordance with satisfied as of such date (as though the pro rata provisions effectiveness of subsection 2.12(bsuch increase were a Credit Extension) based on and the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver have received a certificate to that effect dated such amended Schedule II date and a notice to each Bank executed by an Authorized Officer of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation DateCompany. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuingSubject to Section 4.03, the Borrowers may request an increase Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of the aggregate Commitments by notice to any other Lender, the Administrative Agent in writing of the amount or any Issuing Bank (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent and each Issuing Bank (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned) with respect to any New Lender), without offering agree that such Lenders shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”) by executing and delivering to each Bank the opportunity to subscribe for its pro rata share Administrative Agent an Incremental Commitment Activation Notice specifying (A) the amount of such Commitment Increase and (B) the increased Commitmentsproposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bX) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Effective Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion and (Y) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. . Any entity that is eligible to be an assignee under Section 9.04 (band has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) Any additional bank or financial institution that the Borrowers select with respect to offer the opportunity to provide any portion of the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and provide a Commitment, in connection with any Commitment Increase shall execute a New Bank Lender Supplement with the Borrowers and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and all matters relating thereto and (iii) of this paragraph (e)the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, if any bank each Lender participating in such Commitment Increase shall purchase and assume from each existing Lender having Loans outstanding on such Incremental Commitment Effective Date, without recourse or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)warranty, additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on an undivided interest and after such Re-Allocation Date (except participation, to the extent that any of such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank Lender’s ratable portion of the adjusted Commitment Percentages Aggregate Commitments (after giving effect to any increase such Commitment Increase), in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determinethen outstanding, so as to ensure that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Incremental Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Effective Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to such Commitment Increase, each Lender is owed only its ratable portion of the Loans on such Incremental Commitment Effective Date. Each existing Lender (X) shall be automatically deemed to have assigned any increase outstanding Loans on the Incremental Commitment Effective Date for any Commitment Increase and (Y) agrees to take any further steps reasonably requested by the Administrative Agent, in such Bank’s Commitmenteach case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentence.

Commitment Increases. (ai) At Subject to the terms and conditions hereof, at any time after the Closing Date and up to the Maturity Date, provided that no Event of Default shall have has occurred and be is continuing, the Borrowers may request an that the Lenders increase of the aggregate Commitments by notice an aggregate amount of up to $300,000,000 (each such commitment increase, a "COMMITMENT INCREASE") by notifying the Administrative Agent in writing Agent, the Canadian Administrative Agent, each Lender and each Risk Participant of the amount (of the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any and the allocation of such Commitment Increase Notice must offer each Bank between the opportunity to subscribe for its pro rata share US Revolving Credit Commitments and the Canadian Revolving Credit Commitments (the "COMMITMENT INCREASE NOTICE"). Notwithstanding anything in this Agreement, no Commitment Increase shall require the approval of any Lender (or Risk Participant) other than any Lender providing all or part of the increased Commitments; provided, however, the Borrowers may, with the consent Commitment Increase (and any Risk Participant acquiring an Applicable Risk Participation in all or part of the Administrative Agent (which consent shall not be unreasonably withheld or delayeda Funding Bank's increase in its Commitment), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will no Lender shall be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity required to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment part of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion, no Commitment Increase shall be in an amount less than $75,000,000, and the aggregate amount of all Commitment Increases shall not exceed $300,000,000. (gii) Any Commitment Increase shall be offered by the Borrowers to the Lenders pro rata in accordance with the Applicable Percentages of the Lenders on the date that the Commitment Increase is requested. The BorrowersLenders shall have 15 Business Days to respond to any request for a Commitment Increase (by notice to the Borrowers and the Administrative Agent) and may elect to accept all, at a portion or none of their own expenserespective Applicable Percentages of the proposed Commitment Increase. Any Lender which fails to respond to a request for a Commitment Increase by the end of such 15 Business Day period (the "COMMITMENT INCREASE ACCEPTANCE DEADLINE") will be deemed to have declined the request for its Applicable Percentage of the requested Commitment Increase. If any portion of a requested Commitment Increase is not provided by the Lenders, then the Borrowers may request that one or more Persons acceptable to the Administrative Agent and the Canadian Administrative Agent provide such Commitment Increase. In any such case, the Person providing such portion of the requested Commitment Increase shall execute and deliver to the Administrative Agent, the Canadian Administrative Agent in exchange for and the surrendered Notes Borrowers all such documentation as may be reasonably required by the Administrative Agent and the Canadian Administrative Agent to evidence such Commitment Increase (including the fact that such Person shall have become a Lender under this Agreement). Upon the addition of any BankLender hereunder, if anyor the increase in the Commitment of any Lender, the Commitments set forth on Annex I shall be amended by the Administrative Agent to reflect each such addition and increase. Any Person added as a new Notes Lender pursuant to this Section 2.1(h) shall be required to have a Combined Revolving Credit Commitment of not less than $10,000,000. (iii) If any requested Commitment Increase is agreed to in accordance with this Section 2.1(h), the Administrative Agent and the Borrowers shall determine the effective date of such Commitment Increase (the "COMMITMENT INCREASE EFFECTIVE DATE"). The Administrative Agent, with the consent and approval of the Borrowers, shall promptly confirm in writing to the order Lenders the final allocation of such Commitment Increase and the Commitment Increase Effective Date. Each new Lender, and each existing Lender that has increased its Commitment, shall purchase Revolving Credit Loans and participations in outstanding Letters of Credit from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolving Credit Loans and outstanding Letter of Credit participations of each Lender shall equal such Lender's Applicable Percentage of the Commitments, as modified to give effect to such Commitment Increase, multiplied by the aggregate amount of outstanding Revolving Credit Loans and Letter of Credit participations of all Lenders. The Borrowers shall prepay any Revolving Credit Loans which are LIBOR Loans or B/A Loans and which are outstanding on the Commitment Increase Effective Date (and pay any and all costs and other required payments in connection with such prepayment pursuant to Section 2.19 hereof) to the extent necessary to keep the outstanding Revolving Credit Loans and Letters of Credit ratable with any revised Applicable Percentages of the Commitments arising from any non-ratable increase in the Commitments. (iv) As a condition precedent to the effectiveness of any such Commitment Increase, the Borrowers shall deliver to the Administrative Agent a certificate dated as of the Commitment Increase Effective Date (in sufficient copies for each Lender and Risk Participant) signed by a Responsible Officer of the Company, including a certification that, before and after giving effect to such Commitment Increase, the representations and warranties contained in Article 5 hereof are true and correct in all material respects on and as of the Commitment Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default has occurred and is continuing. (v) If any Applicable Risk Participation exists on the date of any Commitment Increase Notice, (A) the Canadian Funding Bank shall be deemed to have offered to each Canadian Risk Participant the right to increase its Canadian Risk Participation by an amount equal to its Pro Rata Share of the portion of such Commitment Increase to be allocated to the Canadian Revolving Credit Commitments, and (B) the US Funding Bank shall be deemed to have offered to each US Risk Participant the right to increase its US Risk Participation by an amount equal to its Pro Rata Share of the portion of such Commitment Increase to be allocated to the US Revolving Credit Commitments. Each Risk Participant shall have until the Commitment Increase Acceptance Deadline to respond to any such deemed offer of the right to increase its Applicable Risk Participation (by notice to the Borrowers, the Administrative Agent and each Funding Bank) and may elect to accept all, if requesteda portion or none of its Pro Rata Share of the proposed Commitment Increase to be allocated to the Canadian Revolving Credit Commitments or US Revolving Credit Commitments, as applicable. Any Risk Participant which fails to respond to a deemed offer of the right to increase its Applicable Risk Participation by the Commitment Increase Acceptance Deadline will be deemed to have declined the offer of the right to increase its Applicable Risk Participation. To the extent any Risk Participant accepts such offer of the right to increase its Applicable Risk Participation, such acceptance shall be irrevocable, the amount of the increase accepted in its Applicable Risk Participation shall be referred to hereafter as the "Participation Increase Amount", the Applicable Funding Bank shall be deemed to have timely accepted the request by the Borrowers for an increase in the Applicable Commitment of the Applicable Funding Bank in an amount equal to the Participation Increase Amount, and the Applicable Risk Participation and Applicable Risk Participation Commitment of such Bank Risk Participant shall be increased on the Commitment Increase Effective Date in an amount equal to the Participation Increase Amount. (vi) Notwithstanding anything herein to the contrary, no Commitment Increase may be effectuated unless, after giving effect to any increase in Commitment Increase, the Canadian Pro Rata Share of each Canadian Revolving Lender or Canadian Risk Participant, as applicable, is equal to the US Pro Rata Share of such Bank’s CommitmentPerson or its Related Affiliate.

Commitment Increases. (a) At any time after the Closing Date, provided that So long as no Event of Default shall have has occurred and be is continuing, the Borrowers Borrower may request an increase from time to time after the Effective Date that the aggregate amount of the aggregate Commitments by notice to the Administrative Agent in writing of the amount be increased (the “Offered Increase Amount”) of such proposed increase (such notice, each a “Commitment Increase NoticeIncrease”). Any such ) by delivering a Notice of Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased CommitmentsIncrease; provided, however, the Borrowers may, with the consent that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of the Administrative Agent Commitment Increase must be given no later than three (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b3) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered Business Days prior to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Revolving Commitment pursuant to this Section 2.20 except in its sole discretion.Termination Date; (biii) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment effective date of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with (the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing BankEffective Date”) 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 II shall be deemed to be amended to so increase the Commitment of such Bank. no earlier than three (d3) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon Business Days after receipt by the Administrative Agent of such corporate resolutions Notice of Commitment Increase; (iv) the Borrowers and legal opinions amount of counsel to the Borrowers any Commitment Increase must be at least $10,000,000 or such lesser amount as the Administrative Agent shall reasonably request with respect thereto.may agree to in its sole discretion; and (iv) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase requested Commitment Increase, the aggregate amount of the Commitments shall not exceed $2,500,000,000. (b) On each Commitment Increase Effective Date, so long as no Event of Default has occurred and is continuing, the applicable Commitment Increase shall become effective, and upon such effectiveness: (i) the Administrative Agent shall record in the aggregate Commitments made Register each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to this subsection 2.20 an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on such Re-Allocation or before the Commitment Increase Effective Date.; (ii) In the event that on any Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.Increase; (iii) In each CI Lender identified on the event that on any Notice of Commitment Increase for such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans Commitment Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of be a “Lender” for all purposes under this Agreement), and on ; (iv) to the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency extent there are Revolving Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages.date: (fA) Notwithstanding anything to the contrary in this subsection 2.20each CI Lender shall, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as by wire transfer of the Closing Date by more than $500,000,000immediately available funds, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange such CI Lender’s New Funds Amount for the surrendered Notes of any Bankapplicable Commitment Increase Effective Date, if anywhich amount, new Notes for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the order Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07 (without regard to the minimums or multiples required by Section 2.07), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such Bank, if requested, in an amount equal to Reducing Percentage Lender; and (v) To the Commitment extent there is any Letter of Credit outstanding as of such Bank Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the existing participations in such Letter of Credit as shall cause the participations therein of all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (after giving effect to any increase in such Bank’s CommitmentCommitment Increase).

Commitment Increases. (a) At The Borrower may, at any time by notice to the Administrative Agent, propose an increase in the aggregate amount of the Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having an existing Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a new Lender with a new Commitment hereunder any Person which is not then a Lender (each an “Assuming Lender”) in each case with the approval of the Administrative Agent (which shall not be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Closing Commitment Termination Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing Lender, provided that and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be $10,000,000 or a larger multiple of $1,000,000; (ii) the aggregate amount of the Commitment Increases under this Section 2.09(d) shall not exceed $200,000,000; (iii) no Event of Default shall have occurred and be continuingcontinuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the Borrowers may request an increase of the aggregate Commitments Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such noticeAgent, a “Commitment Increase Notice”). Any on or prior to 11:00 a.m., New York City time, on such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share Date, of (A) a certificate of a duly authorized officer of the increased Commitments; providedBorrower stating that the conditions with respect to such Commitment Increase under this paragraph have been satisfied and (B) an agreement, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered form and substance reasonably satisfactory to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”)pursuant to which, whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent effective as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New BankCommitment Increase Date, provided that the Commitment of any each such New Bank Increasing Lender shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it increased and/or each such Assuming Lender shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the Borrowers to increase its Commitment pursuant to this subsection 2.20 shallcase may be, in each case, execute a Commitment Increase Supplement with and the Borrowers Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, substantially together with the certificate referred to in the form of Exhibit O clause (a “Commitment Increase Supplement”)A) above, whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of shall record the information contained in each such corporate resolutions agreement in the Register and give prompt notice of the Borrowers and legal opinions of counsel relevant Commitment Increase to the Borrowers Borrower and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, in the event Syndicated Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall reasonably request determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the application of such amounts to make payments to such other relevant Lenders, the Syndicated Loans to be held ratably by all Lenders in accordance with respect thereto. (i) Except as otherwise provided in subparagraphs their respective Commitments, (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Syndicated Loans as of such Commitment Increase Date (with such borrowing to consist of the Type of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.03) and (iii) of this paragraph (e)the Borrower shall pay to the Lenders the amounts, if any bank or financial institution becomes any, payable under Section 2.14 as a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date result of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesprepayment. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation Lender be obligated to increase its Commitment unless it agrees to do so in its sole discretionhereunder. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.26(a) and (ii) the Aggregate Commitment shall not exceed $1,300,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the increased Commitments; providedAgent, however, each Issuing Bank and the Borrowers may, with the consent of the Administrative Agent Swingline Lender (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph . (b) below if the aggregate amount of all Commitments made hereunder Upon each Commitment Increase pursuant to this proviso which Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting 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 when to such new Commitment becomes effective does not exceed $500,000,000 Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Swingline Loans and Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to subsection 2.20(f). If Section 2.25) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any portion Revolving Loans outstanding, the parties hereto shall, at the request of the increased Commitments offered Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to the Banks as contemplated Agent and the Company, in the immediately preceding sentence is not subscribed for outstanding Revolving Loans being held by the Banks, Lenders ratably in accordance with their Commitments. In determining the Borrowers may, with the consent of the Administrative Agent as actions to any bank or financial institution that is not at such time a Bank be taken (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions may include the opportunity to provide prepayment and reborrowing of all or a portion of such unsubscribed portion Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the increased Commitments balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The 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 paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000immediately preceding sentence. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment Increases and new Commitments created pursuant to this subsection 2.20 shallSection 2.26 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, in each case, execute a Commitment Increase Supplement with the Borrowers Agent and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bankapplicable Augmenting Lenders. (d) The effectiveness Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any New Bank Supplement Lender) or Commitment Increase Supplement addition of an Augmenting Lender shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. become effective under this Section unless (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of such increase, the effectiveness thereof conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “Re-Allocation Closing Date”” in Sections 5.5, 5.7 and 5.14(ii) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except deemed to refer to the extent date of such Commitment Increase) shall be satisfied as of such date (as though the effectiveness of such increase were a Credit Extension) and the Agent shall have received a certificate to that any effect dated such pro rata borrowings would result in any Bank making date and executed by an aggregate principal amount Authorized Officer of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated tothe Company, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment actions referred to in paragraph (b)(ii) of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Section 2.26 shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. been agreed upon by the Agent and the Company (g) The Borrowersprovided, at their own expensehowever, shall execute that the prepayment and deliver to reborrowing on the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order date of such Bank, if requested, Commitment Increase of all Revolving Loans then outstanding shall be deemed to satisfy the condition specified in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitmentthis clause (ii)).

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.24(a) and (ii) the Aggregate Commitment shall not exceed $625,000,000 after giving effect to the effectiveness of any Commitment Increase. Each Augmenting Lender (if not then a Lender) shall be subject to the approval of the increased Commitments; providedAgent, however, each Issuing Bank and the Borrowers may, with the consent of the Administrative Agent Swingline Lender (which consent approval shall not be unreasonably withheld or delayedwithheld) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph . (b) below if the aggregate amount of all Commitments made hereunder Upon each Commitment Increase pursuant to this proviso which Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting 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 when to such new Commitment becomes effective does not exceed $500,000,000 Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Swingline Loans and Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to subsection 2.20(f). If Section 2.23) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any portion Revolving Loans outstanding, the parties hereto shall, at the request of the increased Commitments offered Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to the Banks as contemplated Agent and the Company, in the immediately preceding sentence is not subscribed for outstanding Revolving Loans being held by the Banks, Lenders ratably in accordance with their Commitments. In determining the Borrowers may, with the consent of the Administrative Agent as actions to any bank or financial institution that is not at such time a Bank be taken (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions may include the opportunity to provide prepayment and reborrowing of all or a portion of such unsubscribed portion Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the increased Commitments balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The 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 paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000immediately preceding sentence. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment Increases and new Commitments created pursuant to this subsection 2.20 shallSection 2.24 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, in each case, execute a Commitment Increase Supplement with the Borrowers Agent and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bankapplicable Augmenting Lenders. (d) The effectiveness Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any New Bank Supplement Lender) or Commitment Increase Supplement addition of an Augmenting Lender shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. become effective under this Section unless (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of such increase, the effectiveness thereof conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “Re-Allocation Closing Date”” in Sections 5.5 and 5.7 shall be deemed to refer to the date of such Commitment Increase) shall be made in accordance with satisfied as of such date (as though the pro rata provisions effectiveness of subsection 2.12(bsuch increase were a Credit Extension) based on and the Commitment Percentages in Agent shall have received a certificate to that effect on dated such date and after such Re-Allocation Date (except to executed by an Authorized Officer of the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated toCompany, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment actions referred to in paragraph (b)(ii) of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Section 2.24 shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. been agreed upon by the Agent and the Company (g) The Borrowersprovided, at their own expensehowever, shall execute that the prepayment and deliver to reborrowing on the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order date of such Bank, if requested, Commitment Increase of all Revolving Loans then outstanding shall be deemed to satisfy the condition specified in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitmentthis clause (ii)).

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing Date, Commitments be increased in accordance with this Section 2.23; provided that no Event the aggregate amount of Default all such increases shall have occurred and be continuing, the Borrowers not exceed $250,000,000. The Borrower may (I) request an increase one or more of the aggregate Commitments by notice Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders and shall specify the time period within which such Lender or Lenders are requested to respond (which shall in writing no event be less than ten Business Days from the date of the amount (the “Offered Increase Amount”) delivery of such proposed notice to such Lender or Lenders); provided that the Borrower shall notify the Administrative Agent and each Issuing Lender of any such increase and/or (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, II) with the consent of the Administrative Agent and each Issuing Lender (which consent consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Lenders under this Agreement. In no event may any Lender’s Commitment be increased without the opportunity to provide all or a portion prior written consent of such unsubscribed portion Lender. The failure of any Lender to respond to the Borrower’s request for an increase within the specified time period shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased Commitments pursuant to paragraph (b) belowif, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. No Bank has an obligation Upon any request by the Borrower to increase its Commitment pursuant the Total Commitment, the Borrower shall be deemed to this Section 2.20 except in its sole discretionhave represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. (b) Any additional bank or financial institution If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit N G (a “New Bank Commitment Increase Supplement”), whereupon which agreement shall specify, among other things, the amount of the increased Commitment of such bank or financial institution (a “Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 2.01 shall, without further action, be deemed to have been amended appropriately to reflect the increased Commitment. Any New Bank”) shall Lender which is willing to become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by a Lender hereunder (and entitled which arrangement to the benefits of this Agreement, become a party hereto and Schedule II shall be deemed a Lender hereunder has been consented to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment Administrative Agent and each Issuing Lender pursuant to this subsection 2.20 shall, in each case, execute Section 2.23(a)) shall enter into a Commitment Increase Supplement written agreement with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit O H (a “Commitment Increase New Lender Supplement”), whereupon such Bank (an “Increasing Bank”) which agreement shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of specify, among other things, its Commitment hereunder. When such New Lender becomes a Lender hereunder as so increasedset forth in the New Lender Supplement, and Schedule II shall 2.01 shall, without further action, be deemed to be have been amended as appropriate to so increase reflect the Commitment of such BankNew Lender. Upon the execution by the Administrative Agent, the Borrower and such New Lender of such New Lender Supplement, such New Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its New Lender Supplement. (dc) The effectiveness In no event shall an increase in a Lender’s Commitment or the Commitment of any a New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as Lender become effective until the Administrative Agent shall reasonably request with respect thereto. (i) Except have received favorable written opinions of counsel for the Borrower, addressed to the Lenders, covering such matters as otherwise provided in subparagraphs (ii) and (iii) are customary for transactions of this paragraph (e)type as may be reasonably requested by the Administrative Agent, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) which opinions shall be made in accordance with substantially the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except same, to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitmentappropriate, in which case such excess amount will be allocated to, and made by, as the relevant New Banks and Increasing Banks opinions rendered by counsel to the extent of, and Borrower on the Closing Date. In no event shall an increase in accordance with a Lender’s Commitment or the pro rata provisions Commitment of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, a New Lender which results in the Total Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall deliver have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such amended Schedule II increase, certified by the Secretary or an Assistant Secretary of the Borrower. Upon the effectiveness of the increase in a Lender’s Commitment or the Commitment of a New Lender pursuant to the preceding sentence and execution by an Increasing Lender of a notice Commitment Increase Supplement or by a New Lender of a New Lender Supplement, the Borrower shall make such borrowings from such Increasing Lender or New Lender, and/or shall make such prepayment of outstanding Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Loans owing to each Bank of the adjusted Commitment Percentages Lender (including each such Increasing Lender and New Lender) to be proportional to such Lender’s Revolving Percentage after giving effect to any increase in of the aggregate Commitments made Total Commitment. Any such prepayments of Eurodollar Loans shall be subject to Section 2.17. Any such borrowings, if based on the Eurodollar Rate, shall have amounts allocated to Interest Periods that end on dates that coincide with the end of Interest Periods then applicable to outstanding Eurodollar Loans (notwithstanding the definition of “Interest Period”) so as to cause the amount of Eurodollar Loans to be continued or converted pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and Section 2.13 on the last day of the respective each such Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may Period to be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesfor all Lenders. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after In the Closing Date, provided event that no Event of Default shall have occurred and be continuing, the Borrowers may request an Borrower wishes to increase of the aggregate Commitments by notice to Commitments, it shall notify the Lenders (through the Administrative Agent in writing Agent) of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “"Commitment Increase Notice”Offer"). Any such Each Commitment Increase Notice must Offer shall offer each Bank the Lenders the opportunity to subscribe for its pro rata share participate in the increased Commitments ratably in accordance with their respective Facility A Commitment Percentages and Facility B Commitment Percentages. In the event that any Lender (each, a "Declining Lender") shall fail to accept in writing a Commitment Increase Offer within 10 Business Days after receiving notice thereof, all or any portion of the increased Commitments; provided, howeverproposed increase in the Commitments offered to the Declining Lenders (the aggregate of such offered amounts, the Borrowers may, with the consent of the Administrative Agent (which consent shall not "Declined Amount") may instead be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer allocated to any existing Bank one or any bank more additional banks, financial institutions or other financial institution that is not an existing Bank the opportunity to provide a new Commitment entities, pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as and/or to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments existing Lenders pursuant to paragraph (bc)(ii) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or bank, financial institution that or other entity which, with the Borrowers select to offer the opportunity to provide any portion consent of the increased CommitmentsBorrower and the Administrative Agent (which consent, and that in the case of the Administrative Agent, shall not be unreasonably withheld), elects to become a party to this Agreement and provide obtain a Commitment, Commitment in an amount equal to all or any portion of a Declined Amount shall execute a New Bank Lender Supplement (each, a "New Lender Supplement") with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”)G-1, whereupon such bank or bank, financial institution or other entity (herein called a “"New Bank”Lender") shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II 1.1A shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000Lender. (c) Any Bank that Lender which (i) accepts an offer a Commitment Increase Offer pursuant to it by Section 10.10(a) or (ii) with the Borrowers consent of the Borrower, elects to increase its Commitment pursuant by an amount equal to this subsection 2.20 all or any portion of a Declined Amount shall, in each case, execute a Commitment Increase Supplement (each, a "Commitment Increase Supplement") with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”)G-2, whereupon such Bank (an “Increasing Bank”) 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 II 1.1A shall be deemed to be amended to so increase the Commitment of such BankLender. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent If on the date upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)which a bank, if any bank or financial institution or other entity becomes a New Bank Lender pursuant to subsection 2.20(bSection 10.10(b) or any Bank’s upon which a Lender's Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on Section 10.10(a) or after the date of the effectiveness thereof (the “Re-Allocation Date”c) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Revolving Credit Loans, the applicable Borrower shall make prepayments thereof and one borrow Revolving Credit Loans from such Lender in an amount determined by reference to the amount of each Type of Revolving Credit Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency LoansEurodollar Tranche had been borrowed on the date such bank, financial institution or other entity became a Lender or such Lender's Commitment was increased, as the applicable Borrower shall determinecase may be, so that, in each case after giving effect theretoto such transaction and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed had been increased to the extent necessary to give effect, with respect to such Lender, to the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata borrowing allocation provisions of subsection 2.12(b) based on Section 2.1 or 2.2, as applicable. Any Eurodollar Loan borrowed pursuant to the preceding sentence shall bear interest at a rate equal to the respective interest rates then applicable to the Revolving Credit Loans of the other Lenders in the same Eurodollar Tranche or such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit other rate as shall be adjusted acceptable to reflect the new Commitment Percentagesrelevant Lender. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (fe) Notwithstanding anything to the contrary in this subsection 2.20Section 10.10, (i) in no event shall any transaction effected pursuant to this subsection 2.20 Section 10.10 cause the aggregate Facility A Commitments to exceed $116,279,070 or the Total aggregate Facility B Commitments as of the Closing Date by more than to exceed $500,000,000133,720,930, (ii) the Commitment aggregate amount of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment any increase in Commitments pursuant to this subsection 2.20, exceed 15% of Section 10.10(b) or (c)(ii) shall be limited to the aggregate Commitments on any Re-Allocation Date relevant Declined Amount and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At The Parent Borrower may from time to time (but not more than three times in any time after the Closing Datecalendar year), provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders and each Issuing Bank), executed by the Parent Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Revolving Commitments or additional Term Loans or one or more tranches of additional term loans (each an “Incremental Term Loan”) to be extended by the Augmenting Lenders or cause the existing Revolving Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed extension of Revolving Commitments or increase (such notice, in the existing Revolving Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase”; and any Commitment Increase Noticeor issuance of Incremental Term Loans on any single occasion, each, an “Increase”), in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Increase shall be not less than US$25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of all the Increases shall not exceed US$1,000,000,000. Any such Commitment Increase Notice must offer each Bank Each Augmenting Lender (if not then a Lender) shall be subject to the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent approval of the Administrative Agent and, in the case of a Commitment Increase, each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be unreasonably withheld or delayed), offer subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and that elects to become a party to this Agreement Xxxxx Xxxxx, the Parent Borrower and provide a Commitment, each Augmenting Lender shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon all such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably request specify to evidence the Revolving Commitment or Incremental Term Loans of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Increase together with the notice of such Increase being referred to collectively as the “Increase Amendment” in respect theretoof such Increase). The Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank Upon each Commitment Increase pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)this Section 2.18, additional Committed Rate Loans made if, on or after the date of such Commitment Increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to the effectiveness thereof of such Commitment Increase be prepaid from the proceeds of new Pro Rata Advances made hereunder (the “Re-Allocation Date”) reflecting such Commitment Increase), which prepayment shall be made accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata provisions of subsection 2.12(bborrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) based Increases and new Revolving Commitments created pursuant to this Section 2.18 shall become effective on the Commitment Percentages date specified in effect on and after such Re-Allocation Date (except the notice delivered by the Parent Borrower pursuant to the extent that any first sentence of paragraph (a) above or on such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will other date as shall be allocated to, and made by, agreed upon by the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation DateParent Borrower, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Dateapplicable Augmenting Lenders. (iid) In Notwithstanding the event that foregoing, no Increase or addition of an Augmenting Lender shall become effective under this Section 2.18 unless on any the date of such Re-Allocation Date there is an unpaid principal amount of ABR Loansincrease, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be adjusted satisfied as of such date (as though the effectiveness of such Increase were a Borrowing) and the Administrative Agent shall have received a certificate of the Parent Borrower to reflect the new Commitment Percentagesthat effect dated such date. (iiie) In The Incremental Term Loans (x) shall rank pari passu in right of payment with the event Advances, and (y) shall have identical terms as the Advances; provided that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency (i) if the Incremental Term Loans constitute additional Term Loans, such Eurocurrency Incremental Term Loans shall remain outstanding with have identical terms as the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement)existing Term Loans, and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) otherwise, (A) the Commitment Incremental Term Loans may mature and amortize differently than the Advances, and the terms and conditions applicable to any tranche of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% Incremental Term Loans maturing after the latest Maturity Date in effect at the time of the aggregate Commitments on any Re-Allocation incurrence of such Incremental Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date in effect at the time of the incurrence of such Incremental Term Loans and (iiiB) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionthe Incremental Term Loans may be priced differently than the Advances. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing Second Amendment and Restatement Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)875,000,000. If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “"New Bank Supplement”"), whereupon such bank or financial institution (a “"New Bank”") shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 2.21 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “"Commitment Increase Supplement”"), whereupon such Bank (an “"Increasing Bank”") shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto and, if a New Bank Supplement indicates that the relevant New Bank shall be a Tranche B Bank or if the Increasing Bank is a Tranche B Bank, upon receipt by the Canadian Administrative Agent of such corporate resolutions of the Borrowers under the Linked Agreement (the "Linked Borrowers") and legal opinions of counsel to the Linked Borrowers as the Canadian Administrative Agent shall reasonably request with respect thereto.. (e) (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b2.21(b) or any Bank’s 's Commitment is increased pursuant to subsection 2.20(c2.21(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “"Re-Allocation Date”") shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 Section 2.21 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default The Company shall have occurred and be continuingthe right, no more than once in any calendar year, to increase the Borrowers may request an increase aggregate amount of the aggregate Commitments hereunder on and subject to the following terms and conditions: (i) The Company may, by notice to the Administrative Agent in writing (which shall promptly notify the Banks), request that the Banks increase ratably their respective Commitments by an aggregate amount up to but not exceeding $100,000,000, specifying the amount of the amount (the “Offered Increase Amount”) of such proposed increase and the proposed effective date thereof. (ii) The Company may offer the increase to (x) then existing Banks, and each such notice, existing Bank shall have the right (but no obligation) to commit to all or a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share specified portion of the increased Commitmentsproposed increase, or (y) other financial institutions (each an "Additional Bank") that are not Banks and that are reasonably acceptable to the Administrative Agent; provided, howeverthat the commitment of any such other financial institution shall be at least $10,000,000. (iii) Each Bank, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given no later than the date (the "Increase Consent Date") that is 15 days after the date of such increase request (or, if such date is not a Business Day, the Borrowers maynext succeeding Business Day), with advise the consent of Company and the Administrative Agent whether or not such Bank agrees to such increase; provided, that each Bank that determines not to increase its Commitment (a "Non-Increasing Bank") shall notify the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each notify the Banks) of such fact promptly after such determination (but in any event no later than the Increase Consent Date) and any Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of advise the increased Commitments offered to Company on or before the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II Increase Consent Date shall be deemed to be amended to add the name and Commitment of such New a Non-Increasing Bank, provided that the Commitment . The election of any Bank to agree to such New increase shall not obligate any other Bank shall be in an amount not less than $10,000,000to so agree. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (div) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) notify each Bank of this paragraph (e)such increase, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after confirming the effective date of the effectiveness thereof (the “Re-Allocation "Increased Commitment Date”") and the aggregate amount thereof and the amount of the increase (if any) in each Bank's Commitment; and on such effective date, each Bank's Commitment shall automatically, without any other action by any Person, be increased by the additional amount agreed to by such Bank; provided that, in the event that the amount by which the Banks have agreed to increase their Commitments exceeds the amount of the requested increase of the Commitments offered to the Banks, such increase in the Commitments shall be made allocated among such Banks pro rata in accordance with the pro rata provisions respective amounts of subsection 2.12(bby which such Banks have agreed to increase their Commitments. (v) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except Each Additional Bank shall, prior to the extent that any such pro rata borrowings would result Increased Commitment Date, execute and deliver an agreement in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, form and made by, the relevant New Banks and Increasing Banks substance satisfactory to the extent of, Borrower and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent pursuant to which it undertakes a Commitment hereunder (and such Additional Bank shall deliver such amended Schedule II and thereupon become a notice to each Bank "Bank" for all purposes of this Agreement). (vi) Notwithstanding the adjusted Commitment Percentages after giving effect to foregoing, any increase in the aggregate Commitments made hereunder pursuant to this subsection 2.20 on such Re-Allocation Date. (iiSection 2.04(a) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may not be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.effective unless:

Commitment Increases. (a) At Subject to Section 4.04, the Borrower and any one or more Lenders (including New Lenders) may, from time to time after the Closing Availability Date, provided that no Event without the consent of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount any other Lender (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank solely in the opportunity to subscribe for its pro rata share case of the increased Commitments, offer to any existing Bank or any bank or other financial institution Increasing Lender that is not then a Lender or an existing Affiliate thereof), each Issuing Bank and the opportunity Swingline Lender, each such consent not to be unreasonably withheld, delayed or conditioned) agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a new “Commitment pursuant Increase”, and such Lenders and New Lenders being collectively referred to paragraph as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (bi) below if the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does Increases obtained after the Availability Date shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion 1,000,000,000 and (B) each Commitment Increase shall be in an integral multiple of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No Bank has an Lender shall have any obligation to increase its participate in any Commitment pursuant Increase unless it agrees to this Section 2.20 except do so in its sole discretion. (b) . Any additional bank or bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the Borrowers select Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to offer the opportunity to provide any portion of the increased Commitments, and such entity) that elects to become a party to “Lender” under this Agreement and provide a Commitment, in connection with any Commitment Increase shall execute a New Bank Lender Supplement with the Borrowers and the Administrative Agent(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and Schedule II all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be amended repaid, (B) each Increasing Lender that shall have had a Commitment prior to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Increase shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer pay to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel in same day funds an amount equal to the Borrowers difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent shall reasonably request with respect thereto. receives the funds specified in clauses (i) Except as otherwise provided in subparagraphs (iiB) and (iiiC) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateabove, the Administrative Agent shall deliver such amended Schedule II and a notice pay to each Bank Lender the portion of such funds that is equal to the adjusted difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Percentages Increase) multiplied by (y) the amount of each Initial Borrowing and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have obtained new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (G) the Borrower shall pay each Lender any increase in and all accrued but unpaid interest on its Loans comprising the aggregate Commitments Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to this subsection 2.20 on such Re-Allocation Date. clause (iiA) In above shall be subject to compensation by the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, Borrower pursuant to the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Section 2.15 if the Incremental Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Effective Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and occurs other than on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect Period relating thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the The Borrowers may request an increase of the aggregate Commitments from time to time (and more than one time), by written notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the “Offered Increase Amount”) aggregate amount of such proposed increase (such notice, for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase NoticeIncrease”). Any , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase Notice must offer each Bank shall be not less than $10,000,000, except to the opportunity extent necessary to subscribe for its pro rata share utilize the remaining unused amount of increase permitted under this Section 2.23(a) and (ii) the Aggregate Commitment shall not exceed $1,200,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Bank (which consent approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and the Borrowers and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph . (b) below if the aggregate amount of all Commitments made hereunder Upon each Commitment Increase pursuant to this proviso which Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting 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 when to such new Commitment becomes effective does not exceed $500,000,000 Increase and 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 Augmenting Lender) will (subject to subsection 2.20(f). If Section 2.22) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any portion Revolving Loans outstanding, the parties hereto shall, at the request of the increased Commitments offered Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to the Banks as contemplated Agent and the Company, in the immediately preceding sentence is not subscribed for outstanding Revolving Loans being held by the Banks, Lenders ratably in accordance with their Commitments. In determining the Borrowers may, with the consent of the Administrative Agent as actions to any bank or financial institution that is not at such time a Bank be taken (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions may include the opportunity to provide prepayment and reborrowing of all or a portion of such unsubscribed portion Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the increased Commitments balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The 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 paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000immediately preceding sentence. (c) Any Bank that accepts an offer Commitment Increases and new Commitments created pursuant to it this Section 2.23 shall become effective on the date specified in the notice delivered by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shallthe first sentence of paragraph (a) above or on such other date as agreed upon by the Borrowers, in each case, execute a Commitment Increase Supplement with the Borrowers Agent and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bankapplicable Augmenting Lenders. (d) The effectiveness Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any New Bank Supplement Lender) or Commitment Increase Supplement addition of an Augmenting Lender shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. become effective under this Section unless (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of such increase, the effectiveness thereof conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “Re-Allocation Restatement Effective Date”” in Sections 5.5, 5.7 and 5.12(ii) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except deemed to refer to the extent date of such Commitment Increase) shall be satisfied as of such date (as though the effectiveness of such increase were a Credit Extension) and the Agent shall have received a certificate to that any effect dated such pro rata borrowings would result in any Bank making date and executed by an aggregate principal amount Authorized Officer of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated tothe Company, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment actions referred to in paragraph (b)(ii) of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Section 2.23 shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. been agreed upon by the Agent and the Company (g) The Borrowersprovided, at their own expensehowever, shall execute that the prepayment and deliver to reborrowing on the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order date of such Bank, if requested, Commitment Increase of all Revolving Loans then outstanding shall be deemed to satisfy the condition specified in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitmentthis clause (ii)).

Commitment Increases. (a) At any time after the Closing Second Amendment and Restatement Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)375,000,000. If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “"New Bank Supplement”"), whereupon such bank or financial institution (a “"New Bank”") shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 2.21 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “"Commitment Increase Supplement”"), whereupon such Bank (an “"Increasing Bank”") shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto and, if a New Bank Supplement indicates that the relevant New Bank shall be a Tranche B Bank or if the Increasing Bank is a Tranche B Bank, upon receipt by the Canadian Administrative Agent of such corporate resolutions of the Borrowers under the Linked Agreement (the "Linked Borrowers") and legal opinions of counsel to the Linked Borrowers as the Canadian Administrative Agent shall reasonably request with respect thereto.. (e) (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b2.21(b) or any Bank’s 's Commitment is increased pursuant to subsection 2.20(c2.21(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “"Re-Allocation Date”") shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 Section 2.21 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Eurodollar Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time after to time that the Closing Date, Commitments be increased in accordance with this Section 2.23; provided that no Event the aggregate amount of Default all such increases shall have occurred and be continuing, the Borrowers not exceed $500,000,000. The Borrower may (I) request an increase one or more of the aggregate Commitments by notice Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders and shall specify the time period within which such Lender or Lenders are requested to respond (which shall in writing no event be less than ten Business Days from the date of the amount (the “Offered Increase Amount”) delivery of such proposed notice to such Lender or Lenders)); provided that the Borrower shall notify the Administrative Agent and each Issuing Lender of any such increase and/or (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, II) with the consent of the Administrative Agent and each Issuing Lender (which consent consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Lenders under this Agreement. In no event may any Lender’s Commitment be increased without the opportunity to provide all or a portion prior written consent of such unsubscribed portion Lender. The failure of any Lender to respond to the Borrower’s request for an increase within the specified time period shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased Commitments pursuant to paragraph (b) belowif, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. No Bank has an obligation Upon any request by the Borrower to increase its Commitment pursuant the Total Commitment, the Borrower shall be deemed to this Section 2.20 except in its sole discretionhave represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. (b) Any additional bank or financial institution If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit N G (a “New Bank Commitment Increase Supplement”), whereupon which agreement shall specify, among other things, the amount of the increased Commitment of such bank or financial institution (a “Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 2.01 shall, without further action, be deemed to have been amended appropriately to reflect the increased Commitment. Any New Bank”) shall Lender which is willing to become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by a Lender hereunder (and entitled which arrangement to the benefits of this Agreement, become a party hereto and Schedule II shall be deemed a Lender hereunder has been consented to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment Administrative Agent and each Issuing Lender pursuant to this subsection 2.20 shall, in each case, execute Section 2.23(a)) shall enter into a Commitment Increase Supplement written agreement with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit O H (a “Commitment Increase New Lender Supplement”), whereupon such Bank (an “Increasing Bank”) which agreement shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of specify, among other things, its Commitment hereunder. When such New Lender becomes a Lender hereunder as so increasedset forth in the New Lender Supplement, and Schedule II shall 2.01 shall, without further action, be deemed to be have been amended as appropriate to so increase reflect the Commitment of such BankNew Lender. Upon the execution by the Administrative Agent, the Borrower and such New Lender of such New Lender Supplement, such New Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its New Lender Supplement. (dc) The effectiveness In no event shall an increase in a Lender’s Commitment or the Commitment of any a New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as Lender become effective until the Administrative Agent shall reasonably request with respect thereto. (i) Except have received favorable written opinions of counsel for the Borrower, addressed to the Lenders, covering such matters as otherwise provided in subparagraphs (ii) and (iii) are customary for transactions of this paragraph (e)type as may be reasonably requested by the Administrative Agent, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) which opinions shall be made in accordance with substantially the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except same, to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitmentappropriate, in which case such excess amount will be allocated to, and made by, as the relevant New Banks and Increasing Banks opinions rendered by counsel to the extent of, and Borrower on the Closing Date. In no event shall an increase in accordance with a Lender’s Commitment or the pro rata provisions Commitment of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, a New Lender which results in the Total Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall deliver have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such amended Schedule II increase, certified by the Secretary or an Assistant Secretary of the Borrower. Upon the effectiveness of the increase in a Lender’s Commitment or the Commitment of a New Lender pursuant to the preceding sentence and execution by an Increasing Lender of a notice Commitment Increase Supplement or by a New Lender of a New Lender Supplement, the Borrower shall make such borrowings from such Increasing Lender or New Lender, and/or shall make such prepayment of outstanding Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Loans owing to each Bank of the adjusted Commitment Percentages Lender (including each such Increasing Lender and New Lender) to be proportional to such Lender’s Revolving Percentage after giving effect to any increase in of the aggregate Commitments made Total Commitment. Any such prepayments of Eurodollar Loans shall be subject to Section 2.17. Any such borrowings, if based on the Eurodollar Rate, shall have amounts allocated to Interest Periods that end on dates that coincide with the end of Interest Periods then applicable to outstanding Eurodollar Loans (notwithstanding the definition of “Interest Period”) so as to cause the amount of Eurodollar Loans to be continued or converted pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and Section 2.13 on the last day of the respective each such Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may Period to be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesfor all Lenders. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers Company may request an increase of the aggregate Revolving Commitments in an aggregate amount up to $75,000,000 by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank Lender the opportunity to subscribe for its pro rata share of the increased Revolving Commitments; provided, however, the Borrowers Company may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank Lender the opportunity to subscribe for its pro rata share of the increased Revolving Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank Lender the opportunity to provide a new Revolving Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)below. If any portion of the increased Revolving Commitments offered to the Banks Lenders as contemplated in the immediately preceding sentence is not subscribed for by the BanksLenders, the Borrowers Company may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Revolving Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select Company selects to offer the opportunity to provide any portion of the increased Revolving Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Lender Supplement with the Borrowers Company and the Administrative Agent, substantially in the form of Exhibit N H (a “"New Bank Lender Supplement”"), whereupon such bank or financial institution (a “"New Bank”Lender") shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the Commitment Schedule II shall be deemed to be amended to add the name and Commitment of such New BankLender, provided that the Commitment of any such New Bank Lender shall be in an a principal amount not less than $10,000,0005,000,000. (c) Any Bank Lender that accepts an offer to it by the Borrowers Company to increase its Commitment pursuant to this subsection 2.20 Section 2.21 shall, in each case, execute a Commitment Increase Supplement with the Borrowers Company and the Administrative Agent, substantially in the form of Exhibit O I (a “"Commitment Increase Supplement”"), whereupon such Bank Lender (an “"Increasing Bank”Lender") shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the Commitment Schedule II shall be deemed to be amended to so increase the Commitment of such BankLender. (d) The effectiveness of any New Bank Lender Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers Company and legal opinions of counsel to the Borrowers Company as the Administrative Agent shall reasonably request with respect thereto. (ie) Except as Unless otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)agreed by the Administrative Agent, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the each closing date of an increase in the effectiveness thereof (Revolving Commitments, the “Re-Allocation Date”) Company shall be made borrow Revolving Loans from each Lender participating in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except relevant increase to the extent that any such necessary to rebalance the outstanding Loans pro rata borrowings would result among the Lenders in any Bank making an aggregate principal amount determined by reference to the amount of Committed Rate Loans in excess each Class of its CommitmentLoan (and, in which the case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Eurodollar Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans each Eurodollar Borrowing) which would then have been outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on from such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and Lender if it had been a Lender on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on date such new Commitment PercentagesLoan was made. (f) Notwithstanding anything to the contrary in this subsection 2.20Section 2.21, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment Arrow Electronics Credit Agreement pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)below. If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N K (a “"New Bank Supplement”"), whereupon such bank or financial institution (a “"New Bank”") shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II I shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an a principal amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 2.10 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O L (a “"Commitment Increase Supplement”"), whereupon such Bank (an “"Increasing Bank”") shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II I shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b2.10(b) or any Bank’s 's Commitment is increased pursuant to subsection 2.20(c2.10(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “"Re-Allocation Date”") shall be made in accordance with the pro rata provisions of subsection 2.12(b) 5.3 based on the Commitment Percentages (or relevant Foreign Currency Commitment Percentages, as the case may be) in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment (or relevant Foreign Currency Commitment, as the case may be), in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) 5.3 based on, their respective Commitments (or relevant Foreign Currency Commitments, as the case may be)). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Arrow Electronics Credit Agreement Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 2.10 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both more Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) 5.3 based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both the applicable Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held by all of the Banks as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) 5.3 based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.202.10, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the Closing Date, provided that when no Default or Event of Default shall have has occurred and be continuingis continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, the Borrowers may request an increase of the aggregate Commitments by notice to it shall notify the Administrative Agent in writing writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $500,000,000. Any such Commitment Increase Notice must The Borrower shall offer each Bank of the Lenders the opportunity to subscribe for its pro rata share provide such Lender’s Percentage of the increased Commitments; providedRevolving Credit Offered Increase Amount, howeverand if any Lender declines such offer, in whole or in part, the Borrowers mayBorrower may offer such declined amount to (i) other Lenders the consent of the Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent Agent, the Swingline Lender and the Issuing Lenders (which consent consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank financial institutions or other financial institution entities that is not an existing Bank the opportunity will be requested to provide a new Commitment pursuant to paragraph (b) below such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the BanksBorrower, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at will notify such time a Bank (which consent shall not be unreasonably withheld or delayed)Lenders, offer to any existing Bank or to one or more additional banks or and/or banks, financial institutions the opportunity to provide all or a portion other entities of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionoffer. (b) Any additional bank or bank, financial institution that or other entity which the Borrowers select Borrower selects to offer the opportunity to provide any a portion of the increased Commitments, Total Commitments and that which elects to become a party to this Agreement and provide obtain a Commitment, Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New Bank Supplement Lender Supplement”) with the Borrowers Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New Bank Supplement”), whereupon such bank or financial institution (a “New BankRevolving Credit Lender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Revolving Credit Lender shall be in an amount not less than $10,000,0005,000,000. (c) Any Bank that Lender which accepts an offer to it by the Borrowers Borrower to increase its Commitment pursuant to this subsection 2.20 Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the Borrowers Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”)B, whereupon such Bank (an “Increasing Bank”) 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 II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, if any bank or financial institution or other entity becomes a New Bank Revolving Credit Lender pursuant to subsection 2.20(bSection 2.3(b) or any BankLender’s Commitment is increased pursuant to subsection 2.20(cSection 2.3(c), additional Committed Rate Revolving Loans made on or after the date of the effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank Lender making an aggregate principal amount of Committed Rate Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant such New Banks and Increasing Banks Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective CommitmentsCommitments otherwise available for Revolving Loans). On each , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation Date, Date shall be effected by repayment of such Eurodollar Loans on the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank last day of the adjusted Commitment Percentages after giving effect to any increase in Interest Period applicable thereto and the aggregate Commitments made pursuant to this subsection 2.20 making of new Eurodollar Loans pro rata based on such Re-Allocation Date. (ii) new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Eurocurrency Eurodollar Loans, such Eurocurrency Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the last day of the respective Interest Periods the applicable Borrower shall make prepayments principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this subsection 2.20Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretiondiscretion and unless the Administrative Agent, the Swingline Lender and the Issuing Lenders consent to such increase (which consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $3,500,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The Borrowers, at their own expense, Administrative Agent shall execute and deliver have received on or prior to the Administrative Agent in exchange Revolving Credit Re-Allocation Date, for the surrendered Notes benefit of any Bankthe Lenders, if any, new Notes (i) a legal opinion of counsel to the order Borrower covering such matters as are customary for transactions of such Bankthis type as may be reasonably requested by the Administrative Agent, if requestedwhich opinions shall be substantially the same, in an amount equal to the Commitment extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of such Bank after giving effect resolutions of the board of directors of the Borrower authorizing the Borrower to any increase in such Bank’s Commitmentborrow the Revolving Credit Offered Increase Amount.