Common use of Increase in Aggregate Commitments Clause in Contracts

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower may, upon from time to time after the Restatement Effective Date, by notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to timeAgent, request an increase in that the Aggregate Commitments; provided, however, that (i) the maximum aggregate amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in increased by a minimum amount of equal to $10,000,000 (and in 25,000,000 or an integral multiples multiple of $5,000,000 in excess thereofthereof (each a “Commitment Increase”). To achieve the full amount , to be effective as of a requested increase, date (the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase “Increase Date”) as specified in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver the related notice to the Administrative Agent Agent; provided that (i) no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the applicable Increase Date, or shall occur as a new commitment agreement in form result thereof and substance satisfactory (ii) at no time shall the total aggregate amount of Commitment Increases hereunder when added to the Administrative Agent and its counselaggregate amount of Incremental Term Loans established pursuant to Section 2.20 below, exceed $500,000,000. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of a request by the final allocation Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such increase and requested Commitment Increase, (ii) the proposed Increase Effective Date and Schedule 2.01 hereto (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver give written notice to the Administrative Agent each on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative 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 Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders 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 an integral multiple of $1,000,000 in excess thereof (or such lesser amount required to cover the remaining amount of the requested Commitment Increase that has not been committed to by the Lenders or other Eligible Assignees). (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Borrower and the Administrative Agent, duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent: . (1e) a certificate On each Increase Date, upon fulfillment of the Borrower dated as of conditions set forth in this Section 2.19, in the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower event any Loans are then outstanding, (i) certifying each relevant Increasing Lender and attaching Assuming Lender shall make available to the resolutions adopted by Administrative Agent such amounts in immediately available funds as the Borrower approving or consenting to such increaseAdministrative Agent shall determine, and (ii) certifying that, before and after giving effect to such increase, (A) for the representations and warranties contained in Article V and benefit of the other Loan Documents are true and correct on and Lenders, as of the Increase Effective Date, except being required in order to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatcause, after giving effect to the applicable Commitment Increase and the application of such increaseamounts to make payments to such other Lenders (including any assignments and adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders and Assuming Lenders), it is bound the Loans to be held ratably by all terms Lenders as of this Agreement such date in accordance with their respective Applicable Percentages (after giving effect to the Commitment Increase), (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Loans made to it as of such Commitment Increase Date (with each such borrowing to consist of Loans, with related Interest Periods if applicable, specified in a notice delivered by the other Loan Documents; Borrower in accordance with the requirements of Section 2.2) and (3iii) the Borrower shall pay to the Lenders the amounts, if the increase is being provided by any, payable under Section 2.15 as a new Lender, a Note in favor result of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectionprepayment. (cf) This Section shall supersede any provisions in Sections 2.12 Section 2.17 or 10.01 Section 9.2 to the contrary. (g) The occurrence of each Increase Date shall be deemed to be a representation and warranty by the Borrower on such Increase Date that the conditions set forth in this Section 2.19 to such Commitment Increase have been satisfied on such Increase Date.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice Subject to the Administrative Agent (which shall promptly notify the Lenders)terms and conditions set forth herein, the Borrower may may, from time to timetime (including in connection with any redetermination of the Borrowing Base), request cause an increase in the Aggregate Commitments; providedCommitments (any such increase, howeveran “Incremental Increase”) by permitting one or more existing Lenders to increase their respective Commitments (each, an “Increasing Lender”) and/or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). No Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion). No consent of any Lender (other than the Lenders participating in the Incremental Increase) shall be required for any Incremental Increase. (b) Any Incremental Increase shall be subject to the following conditions: (i) the maximum amount Administrative Agent shall have been given written notice of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and Incremental Increase; (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver have delivered to the Administrative Agent a new commitment agreement Secured Debt Cap Certificate certifying as to the Secured Debt Cap on the proposed date of effectiveness of such Incremental Increase; (iii) such Incremental Increase shall be in form an amount that is an integral multiple of $5,000,000 and substance satisfactory not less than $25,000,000 unless the Administrative Agent otherwise consents; (iv) after giving effect to such Incremental Increase, the Aggregate Commitments shall not exceed the lesser of (A) the Secured Debt Cap at such time and (B) the Borrowing Base then in effect; (v) no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and its counseleach Issuing Bank (not to be unreasonably withheld or delayed), (vi) the Borrower shall have paid to the Administrative Agent, for payment to any Increasing Lender or Additional Lender, as applicable, any fees payable in the amounts and at the times separately agreed upon among the Borrower, the Administrative Agent and such Lender or Lenders; (vii) such Incremental Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Rate may be increased to be consistent with that for such Incremental Increase); (viii) on the proposed date of the effectiveness of such Incremental Increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer on the behalf of the Borrower; (ix) the Administrative Agent shall have received such documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such Incremental Increase as the Administrative Agent may reasonably request; and (x) each Increasing Lender or Additional Lender shall execute and deliver to the Borrower and the Administrative Agent customary documentation (any such documentation, an “Incremental Agreement”) implementing such Incremental Increase. (bc) If Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Increasing Lenders and/or adding Commitments from Additional Lenders as provided in this Section 2.19, (i) the Aggregate Commitments are shall be increased automatically on the effective date set forth in accordance with this Sectionsuch Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent and the Borrower Issuing Banks or any Lender, (ii) Schedule 2.01 shall determine be amended to add such Additional Lender’s Commitment or to reflect the effective date (increase in the “Increase Effective Date”) Commitment of an Increasing Lender, and the final allocation Applicable Percentages of such increase. The the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver distribute to the Administrative Agent each of the following in form and substance satisfactory to Borrower, the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for , each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Issuing Bank, the representations Swingline Lender and warranties contained each Lender the revised Schedule 2.01 which may be delivered or furnished by using Electronic Systems in (x) subsections (aaccordance with Section 9.01(b), (biv) and (c) of Section 5.05 any such Additional Lender shall be deemed to refer be a party in all respects to this Agreement and any other Loan Documents to which the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”Lenders are a party, and (Bv) no Default exists; upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (2including Swingline Loans and participations in the aggregate amount available to be drawn under any Letter of Credit) a statement of reaffirmation from each of the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to current Lenders such increase, it is bound by all terms of this Agreement and the other Loan Documents; and that each Lender (3) if the increase is being provided by a new including any Additional Lender, a Note in favor if applicable) shall hold its respective Applicable Percentage of such Lender if so requested by such Lender. The Borrower shall prepay any Committed the outstanding Loans outstanding on the Increase Effective Date (and pay participation interests in amounts available to be drawn under any additional amounts required pursuant to Section 3.05Letter of Credit) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase as reflected in the Commitments under revised Schedule 2.01 required by this SectionSection 2.19. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists Borrower may, at any time after a Successful Syndication (but no Defaultmore than once in any consecutive 12-month period), upon by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to timeAgent, request an increase in the Aggregate Commitmentsaggregate amount of the Revolving Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a Business Day that is no later than the Original Stated Termination Date. (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the maximum aggregate amount of the Aggregate Revolving Commitments after giving effect to at any such increase shall not time exceed $500,000,000 150,000,000, and (ii) on the date of any request by the Borrower may make for a maximum of three such requests. The aggregate amount of any individual increase hereunder Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.2 shall be in satisfied as if the proposed Commitment Increase constituted a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increaseCredit Extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of each request by Borrower for a Commitment Increase, which notice shall include (i) the final allocation proposed amount of such increase and requested Commitment Increase, (ii) the proposed Increase Effective Date and Schedule 2.01 hereto shall be deemed amended (iii) the date by which Lenders wishing to reflect participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Lender that is willing to participate in such increase and final allocation. As a condition precedent to such increaserequested Commitment Increase (each, an “Increasing Lender”) shall, in addition to any deliveries pursuant to subsection (a) aboveits sole discretion, the Borrower shall deliver give written notice to the Administrative Agent each on or prior to the Commitment Date of the following amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in form and substance satisfactory an amount equal to the Administrative Agent: (1) a certificate Commitment Increase multiplied by the ratio of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except ’s Proposed Increased Commitment to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as aggregate amount of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionProposed Increased Commitments. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice Subject to the Administrative Agent (which shall promptly notify the Lenders)terms and conditions set forth herein, the Borrower may may, from time to time, request cause an increase in the Aggregate Commitments; provided, however, that Commitments (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase, an “Incremental Increase”) by permitting one or more existing Lenders to increase their respective Commitments (each, an “Increasing Lender”) and/or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). No Lender’s Commitment shall not exceed $500,000,000 be increased without such Xxxxxx’s prior written consent (which consent may be given or withheld in such Xxxxxx’s sole and (ii) the Borrower may make a maximum of three such requestsabsolute discretion). The aggregate amount consent (not to be unreasonably withheld or delayed) of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement (in form the case of an Additional Lender, but not an Increasing Lender), the Swingline Lender and substance satisfactory to each Issuing Bank shall be required for any Incremental Increase. Except as set forth in the Administrative Agent and its counselpreceding sentence, no consent of any Lender (other than the Lenders participating in the Incremental Increase) shall be required for any Incremental Increase. No Additional Lender or Increasing Lender may be an Ineligible Institution or an Industry Competitor. (b) If Any Incremental Increase shall be subject to the following conditions: (i) the Administrative Agent shall have been given written notice of such Incremental Increase; (ii) such Incremental Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $25,000,000 unless the Administrative Agent otherwise consents; (iii) after giving effect to such Incremental Increase, the Aggregate Commitments shall not exceed $4,000,000,000; (iv) to the extent that there are any Term Benchmark Borrowings or RFR Borrowings outstanding, the effective date of such Incremental Increase shall be, at the option of the Borrower, either (A) the last day of the Interest Period in respect of such Term Benchmark Borrowings or the Interest Payment Date in respect of such RFR Borrowings, as applicable or (B) such earlier date selected by the Borrower, provided that the Borrower shall pay compensation to the extent and as required by Section 2.14; (v) the Borrower shall have paid to the Administrative Agent, for payment to any Increasing Lender or Additional Lender, as applicable, any fees payable in the amounts and at the times separately agreed upon among the Borrower, the Administrative Agent and such Lender or Lenders; (vi) such Incremental Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Rate may be increased to be consistent with that for such Incremental Increase); (vii) on the proposed date of the effectiveness of such Incremental Increase, the conditions set forth in accordance paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer on the behalf of the Borrower; (viii) the Administrative Agent shall have received such documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such Incremental Increase as the Administrative Agent may reasonably request; and (ix) each Increasing Lender or Additional Lender shall execute and deliver to the Borrower and the Administrative Agent customary documentation (any such documentation, an “Incremental Agreement”) implementing such Incremental Increase. (c) Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Increasing Lenders and/or adding Commitments from Additional Lenders as provided in this SectionSection 2.19, (i) the Aggregate Commitments shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent and the Borrower Issuing Banks or any Lender, (ii) Schedule 2.01 shall determine be amended to add such Additional Lender’s Commitment or to reflect the effective date (increase in the “Increase Effective Date”) Commitment of an Increasing Lender, and the final allocation Applicable Percentages of such increase. The the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver distribute to the Administrative Agent each of the following in form and substance satisfactory to Borrower, the Administrative Agent: (1) a certificate of , each Issuing Bank, the Borrower dated as of Swingline Lender and each Lender the Increase Effective Date (in sufficient copies for each Lender) signed revised Schedule 2.01 which may be delivered or furnished by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increaseApproved Electronic Platform, (Aiv) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that any such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 Additional Lender shall be deemed to refer be a party in all respects to this Agreement and any other Loan Documents to which the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”Lenders are a party, and (Bv) no Default exists; upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (2including Swingline Loans and participations in the aggregate amount available to be drawn under any Letter of Credit) a statement of reaffirmation from each of the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to current Lenders such increase, it is bound by all terms of this Agreement and the other Loan Documents; and that each Lender (3) if the increase is being provided by a new including any Additional Lender, a Note in favor if applicable) shall hold its respective Applicable Percentage of such Lender if so requested by such Lender. The Borrower shall prepay any Committed the outstanding Loans outstanding on the Increase Effective Date (and pay participation interests in amounts available to be drawn under any additional amounts required pursuant to Section 3.05Letter of Credit) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase as reflected in the Commitments under revised Schedule 2.01 required by this SectionSection 2.19. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the right up to six months prior to the final Termination Date, upon with the consent of the Issuing Banks and the Swing Line Bank (such consent not to be unreasonably withheld or delayed), by notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrower may to effectuate from time to time, request time an increase in the Aggregate Commitmentsaggregate Revolving Credit Commitments under this Agreement by adding to this Agreement one or more commercial banks or financial institutions (who shall, upon completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Revolving Credit Commitments effectuated pursuant to this Section 2.14; provided, however, provided that (ix) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder no added Revolving Credit Commitment shall be in a minimum amount of less than $10,000,000 10,000,000, (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that y) no existing Lender shall be obligated and/or required to accept an increase in its Commitment or added Revolving Credit Commitments pursuant to this Section 2.14 unless it specifically consents to such increase shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Revolving Credit Commitments exceeding $1,428,000,000, and (z) no Lender’s Revolving Credit Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.14 shall, in connection therewith, deliver to without the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation consent of such increaseLender. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent on or before the effective date of any increase in the Revolving Credit Commitments of each of the following items with respect to each Added Lender and Increasing Lender: (i) a written notice of the Borrower’s intention to increase the aggregate Revolving Credit Commitments pursuant to this Section 2.14, which shall specify each Added Lender and the amount of such Added Lender’s Revolving Credit Commitment (if any), each Increasing Lender and the amount of the increase in form such Increasing Lender’s Revolving Credit Commitment (if any), and substance satisfactory to such other information as is reasonably requested by the Administrative Agent: ; (1ii) documents in the form of Exhibit E or Exhibit F, as applicable, executed and delivered by each Added Lender and each Increasing Lender, pursuant to which such Lender becomes a certificate party hereto or increases its Revolving Credit Commitment, as the case may be; and (iii) if requested by the applicable Lender, Notes or replacement Notes, as the case may be, executed and delivered by the Borrower. (b) Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent shall promptly notify each Lender thereof. Upon execution and delivery of such documents (the “Increased Commitment Date”), such new Lender shall constitute a “Lender” hereunder with a Revolving Credit Commitment as specified therein, or such Increasing Lender’s Revolving Credit Commitment shall increase as specified therein, as the case may be. Immediately upon the effectiveness of the Borrower dated as addition of such Added Lender or the Increase Effective Date (increase in sufficient copies for each Lender) signed by a Responsible Officer the Revolving Credit Commitment of the Borrower such Increasing Lender under this Section 2.14, (i) certifying and attaching the resolutions adopted by respective Ratable Shares of the Borrower approving or consenting Lenders shall be deemed modified as appropriate to correspond to such increasechanged aggregate Revolving Credit Commitments, and (ii) certifying thatif there are at such time outstanding any Advances, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and each Lender whose Ratable Share has been decreased as a result of the Increase Effective Date, except to increase in the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 aggregate Revolving Credit Commitments shall be deemed to refer have assigned, without recourse, to the most recent statements furnished pursuant each Added Lender and Increasing Lender such portion of such Lender’s Revolving Credit Advances as shall be necessary to subsections effectuate such adjustment in Ratable Shares. Each Increasing Lender and Added Lender (aA) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, have assumed such portion of such Revolving Credit Advances and (B) no Default exists; (2) a statement shall fund to each other Lender on the Increased Commitment Date the amount of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect Revolving Credit Advances assigned by it to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. The Borrower may, upon prior written notice by the Borrower to the Administrative Agent, increase the Aggregate Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) by a maximum aggregate amount for all such increases not to exceed $250,000,000, with additional Commitments from any existing Lender or new Commitments from one or more other Persons selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lender (so long as such Persons would be Eligible Assignees); provided, that: (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum principal amount of $10,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders thereof (or such other minimum and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to multiples as are agreed by the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. sole discretion); (b) If at the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation time of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agentafter giving effect thereto: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying no Default shall exist and attaching the resolutions adopted by the Borrower approving or consenting to such increasebe continuing, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties of the Borrower contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Increase Effective Datedate of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in (xSections 5.05(a) subsections (a), and (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectivelyrespectively (provided, of Section 6.01 that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (yafter giving effect to any qualification therein) subsection in all respects); (c) of Section 5.05 no existing Lender shall be deemed under any obligation to refer increase its Commitment and any such decision whether to “through increase its Commitment shall be in such Lender’s sole and absolute discretion; (d) (i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Increase Effective Date” rather than “through Administrative Agent, and/or (ii) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Closing Date”Administrative Agent; and (e) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower dated as of the date of such increase (i) certifying that (A) the conditions set forth in clause (b) above have been met, and (B) no Default exists; (2) a statement of reaffirmation from attached thereto are resolutions adopted by the Borrower pursuant approving or consenting to which the Borrower ratifies this Agreement such increase, and the other Loan Documents and acknowledges and reaffirms (ii) demonstrating that, after upon giving effect to such increase, it is bound by all terms of this Agreement increase on a pro forma basis (and the other Loan Documents; and (3) if the assuming for such calculation that such increase is being provided by a new Lenderfully drawn), a Note the Borrower would be in favor compliance with the financial covenant set forth in Section 7.05 as of such Lender if so requested by such Lender. The the most recently ended fiscal quarter of the Borrower shall prepay any Committed Loans outstanding on for which the Increase Effective Date (and pay any additional amounts Borrower was required to deliver financial statements pursuant to Section 3.056.01(a) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This or Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.6.01

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the The Borrower may at any time and from time to time, request an upon prior written notice by the Borrower to the Administrative Agent, increase in the Aggregate CommitmentsCommitments (but not the Letter of Credit Sublimit or the Swingline Sublimit) by a maximum aggregate amount not to exceed $100,000,000 with additional Commitments from any Lender or new Commitments from any other Person selected by the Borrower and acceptable to the Administrative Agent, the Swingline Lender and the L/C Issuer (so long as such Persons are not Affiliates of the Borrower and would be Eligible Assignees); provided, however, that that: (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum principal amount of $10,000,000 (15,000,000 and in integral multiples of $5,000,000 in excess thereof). To achieve ; (ii) no Default shall exist and be continuing at the full amount time of a requested any such increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that ; (iii) no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing under any obligation to increase its Commitment or provide a and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (iv) (A) any new Commitment pursuant to Lender shall join this Section 2.14 shall, in connection therewith, deliver to Agreement by executing such joinder documents as are required by the Administrative Agent Agent, and/or (B) any existing Lender electing to increase its Commitment shall have executed a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel.Agent; (bv) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As as a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver have delivered to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) date of such increase signed by a Responsible Officer of the Borrower each such Loan Party (iA) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (iiB) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A1) the representations and warranties of the Borrower and each other Loan Party contained in Article V and the this Agreement or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the Increase Effective Datedate of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.142.02(g)(v), the representations and warranties contained in (x) subsections (aSections 5.05(a), (b) and (cd) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and Section 6.01(a), (b) or (c), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B2) no Default exists; ; (2vi) a statement Responsible Officer of reaffirmation from the Borrower Parent shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to such increase (and assuming for such calculation that such increase is fully drawn), the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the most recent fiscal quarter end for which the Loan Parties were required to deliver financial statements pursuant to which Section 6.01(a) or (b); (vii) Schedule 1.01(b) shall be deemed revised to include any increase in the Borrower ratifies Aggregate Commitments pursuant to this Agreement Section 2.02(g) and to include thereon any Person that becomes a Lender pursuant to this Section 2.02(g); and (viii) the other Loan Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Secured Obligations after giving effect to such increase. Upon each increase to the Aggregate Commitments pursuant to this Section 2.02(g), each Lender immediately prior to such increase will automatically and acknowledges without further act be deemed to have assigned to each Lender providing a portion of such increase and reaffirms each such increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such increasedeemed assignment and assumption of participations, it the percentage of the aggregate outstanding participations hereunder in such Letters of Credit and/or Swingline Loans held by each Lender (including each such increasing Lender), as applicable, will equal such Lender’s Applicable Percentage of the aggregate outstanding L/C Obligations and Swingline Loans. Additionally, if any Revolving Loans are outstanding at the time any increase to the Aggregate Commitments is bound by effected pursuant to this Section 2.02(g), the applicable Lenders immediately after effectiveness of such increase shall purchase and assign at par such amounts of the Revolving Loans outstanding at such time as the Administrative Agent may require such that each Lender holds its Applicable Percentage of all terms of Revolving Loans outstanding immediately after giving effect to all such assignments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement and shall not apply to the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required transactions effected pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectionparagraph. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders, from time to time to (i) request one or more additions of incremental term loans, in each case which may constitute a separate tranche of term loans or, if the same as any existing tranche of term loans, constitute part of such existing tranche (the “Incremental Term Loans”) or (ii) cause one or more increases in the Aggregate Revolving Credit Loan Commitments (each such increase, an “Aggregate Revolving Credit Loan Commitment Increase” and, together with any Incremental Term Loans, an “Increase”) by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an provide such Incremental Term Loans or increase in the Aggregate its respective Revolving Credit Loan Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any such increase Increase, no Default or Event of Default shall not exceed $500,000,000 have occurred hereunder and be continuing (except that, if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Agreement, no Event of Default under Section 8.01(a), (b) or (i) shall exist), (ii) no such Increase shall cause the Borrower may make a maximum sum of three such requests. The aggregate (x) the Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans to exceed an amount equal to $2,000,000,000.00 and (y) the Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans plus the amount of loans under the Term Loan Facility and any individual increase hereunder Term Loan Refinancing Indebtedness thereof to exceed an amount equal to $2,250,000,000.00 (plus other amounts permitted by sub-clause (iv) of the definition of “Term Loan Refinancing Indebtedness”), (iii) no Lender’s Commitment shall be in a minimum amount of $10,000,000 increased without such Lender’s consent and (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender iv) such Aggregate Revolving Credit Loan Commitment Increase shall be obligated and/or required to accept evidenced by a commitment increase agreement or an increase in its Commitment pursuant amendment to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to Agreement (the Administrative Agent a new commitment agreement “Increase Agreement”) in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Aggregate Commitments are increased in accordance with this SectionBorrower, the Administrative Agent Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the Borrower shall determine amount and allocation of such Increase and the effective date of such Increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable Increase Agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.06) to the extent necessary to keep the outstanding Loans of each Lender ratable with such increase and final allocation. Lender’s revised Applicable Percentage after giving effect to any nonratable Increase under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each Increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties are true and correct in all respects) on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties were true and correct in all respects) as of such earlier datedate (except that, and except that for purposes if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Section 2.14Agreement, the accuracy of the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer solely to the most recent statements furnished pursuant accuracy of the representations and warranties that would constitute Specified Representations (conformed as necessary to subsections (aonly apply to such Acquisition)) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event of Default exists (except that, if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Agreement, no Event of Default under Section 8.01(a), (b) or (i) exists); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such Increase Agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower and each Guarantor are validly existing and in good standing in their jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from the respective counsel to the Borrower and the Guarantors, relating to such Increase Agreement or Incremental Amendment, as applicable, addressed to the Administrative Agent and each Lender. (i) The Incremental Term Loans (x) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and (y) shall not mature earlier than the then-effective Latest Maturity Date and shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the Loans effective immediately prior to such Increase, (ii) the interest rates applicable to any Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Term Loan Lenders, and (iii) except as provided in clauses (i)(y) and (ii) above, the terms and conditions applicable to Incremental Term Loans shall be consistent with the then prevailing market for “Term A Loans” as determined jointly by the Borrower and the Administrative Agent, each acting in good faith. Commitments in respect of Incremental Term Loans shall become effective pursuant to which an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrower ratifies other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Increase, if any, each New Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and acknowledges and reaffirms the Borrower, to effect the provisions of this Section 2.17; provided that, after giving effect in the event that the Effective Yield for any such Incremental Term Loans is greater than the Effective Yield for the Revolving Credit Facility (with the interest rate for Revolving Credit Loans deemed to be based on the applicable “Base Rate Margin,” or “Term SOFR Margin,” for Level 1 in the definition of “Applicable Rate”) or the Effective Yield for any prior tranche of Incremental Term Loans, in each case, by more than 0.50% per annum, then (x) solely with respect to the Revolving Credit Facility, each percent per annum set forth under the caption “Base Rate Margin” and “Term SOFR Margin” in the definition of “Applicable Rate” shall automatically be increased by an amount equal to the difference between the Effective Yield for such Incremental Term Loans and such Effective Yield for the Revolving Credit Facility minus 0.50% per annum or (y) solely with respect to any prior tranche of Incremental Term Loans, the interest rate margin for Base Rate Loans or Term SOFR Loans applicable to such increasetranche of Incremental Term Loans shall automatically be increased to the extent necessary so that the Effective Yield for such prior tranche of Incremental Term Loans is equal to the Effective Yield for such Incremental Term Loans minus 0.50% per annum; provided, it further, that if such Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under the Revolving Credit Loans or any prior tranche of Incremental Term Loans, and such interest rate floor is bound by in effect with respect to such Incremental Term Loans on the date of determination and results in a higher interest margin, in such case, the interest rate floor (but not the interest rate margin, unless the Borrower otherwise elects in its sole discretion) applicable to Revolving Credit Loans or any prior tranche of Incremental Term Loans shall be automatically increased to the extent of such differential between interest rate floors; provided that each basis point increase in the interest rate floor of the Revolving Credit Loans or any prior tranche of Incremental Term Loans shall count as one basis point of increase in the interest rate margin to the Revolving Credit Loans or any prior tranche of Incremental Term Loans for purposes of eliminating the differential between the Effective Yield for such Incremental Term Loans and such Effective Yield for the Revolving Credit Facility or any prior tranche of Incremental Term Loans. The loans and commitments established pursuant to this Section 2.17 shall constitute Loans and Commitments under, and shall be entitled to all terms of the benefits afforded by, this Agreement and the other Loan Documents; , and (3) if shall, without limiting the increase is being provided foregoing, benefit equally and ratably from the Guaranty and security interests created by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionCollateral Documents. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultDefault (and no Default would result therefrom), upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time, request an increase in the Aggregate CommitmentsCommitments in an aggregate amount for all such increases not to exceed $250,000,000; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower Borrowers may make a maximum of three (3) such requestsrequests and (ii) the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower Borrowers may solicit increased commitments from existing Lenders and also and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower Borrowers shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), ) and (b) and (c) of Section 5.05 5.01 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”6.01, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower each Loan Party pursuant to which the Borrower each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Committed Note, a revised Committed Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (4) if the increase is being provided by a new Lender, a Committed Note in favor of such Lender if so requested by such Lender; and (5) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. Borrower may prepay such Committed Loans with the proceeds of Base Rate Loans hereunder without regard to the minimum and multiples specified herein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders or LC Issuers, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an increase in the Aggregate their respective Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 6,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.07) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase and final allocation. in the Aggregate Commitments under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent that any such representation or warranty is qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier datedate (except to the extent that any such representation or warranty is qualified by materiality, and except that for purposes of this Section 2.14, the in which case such representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) true and (bcorrect in all respects), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from counsel to the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatBorrower, after giving effect relating to such increaseincrease agreement, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) addressed to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionAdministrative Agent and each Lender. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower may, upon from time to time after the Second Restatement Effective Date, by notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to timeAgent, request an increase in that the Aggregate Commitments; provided, however, that (i) the maximum aggregate amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in increased by a minimum amount of equal to $10,000,000 (and in 25,000,000 or an integral multiples multiple of $5,000,000 in excess thereofthereof (each a “Commitment Increase”). To achieve the full amount , to be effective as of a requested increase, date (the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase “Increase Date”) as specified in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver the related notice to the Administrative Agent Agent; provided that (i) no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the applicable Increase Date, or shall occur as a new commitment agreement in form result thereof and substance satisfactory (ii) at no time shall the total aggregate amount of Commitment Increases hereunder when added to the Administrative Agent and its counselaggregate amount of Incremental Term Loans established pursuant to Section 2.20 below, exceed $500,000,000. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of a request by the final allocation Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such increase and requested Commitment Increase, (ii) the proposed Increase Effective Date and Schedule 2.01 hereto (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver give written notice to the Administrative Agent each on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative 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 Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders 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 an integral multiple of $1,000,000 in excess thereof (or such lesser amount required to cover the remaining amount of the requested Commitment Increase that has not been committed to by the Lenders or other Eligible Assignees). (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Borrower and the Administrative Agent, duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent: . (1e) a certificate On each Increase Date, upon fulfillment of the Borrower dated as of conditions set forth in this Section 2.19, in the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower event any Loans are then outstanding, (i) certifying each relevant Increasing Lender and attaching Assuming Lender shall make available to the resolutions adopted by Administrative Agent such amounts in immediately available funds as the Borrower approving or consenting to such increaseAdministrative Agent shall determine, and (ii) certifying that, before and after giving effect to such increase, (A) for the representations and warranties contained in Article V and benefit of the other Loan Documents are true and correct on and Lenders, as of the Increase Effective Date, except being required in order to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatcause, after giving effect to the applicable Commitment Increase and the application of such increaseamounts to make payments to such other Lenders (including any assignments and adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders and Assuming Lenders), it is bound the Loans to be held ratably by all terms Lenders as of this Agreement such date in accordance with their respective Applicable Percentages (after giving effect to the Commitment Increase), (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Loans made to it as of such Commitment Increase Date (with each such borrowing to consist of Loans, with related Interest Periods if applicable, specified in a notice delivered by the other Loan Documents; Borrower in accordance with the requirements of Section 2.2) and (3iii) the Borrower shall pay to the Lenders the amounts, if the increase is being provided by any, payable under Section 2.15 as a new Lender, a Note in favor result of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectionprepayment. (cf) This Section shall supersede any provisions in Sections 2.12 Section 2.17 or 10.01 Section 9.2 to the contrary. (g) The occurrence of each Increase Date shall require and shall be deemed to be a representation and warranty by the Borrower on such Increase Date that the conditions set forth in this Section 2.19 to such Commitment Increase and in Section 4.2 have been satisfied on such Increase Date.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate CommitmentsCommitments in an aggregate amount for all such increases not to exceed $75,000,000; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 200,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), ) and (b) and (c) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”6.01, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower each Loan Party pursuant to which the Borrower each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (3) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Committed Note, a revised Committed Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; and (34) if the increase is being provided by a new Lender, a Committed Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the right up to six months prior to the final Termination Date, upon with the consent of the Issuing Banks and the Swing Line Bank (such consent not to be unreasonably withheld or delayed), by notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrower may to effectuate from time to time, request time an increase in the Aggregate Commitmentsaggregate Revolving Credit Commitments under this Agreement (such increase, a “Commitment Increase”) by adding to this Agreement one or more commercial banks or financial institutions (who shall, upon completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Revolving Credit Commitments effectuated pursuant to this Section 2.14; provided, however, provided that (ix) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder no added Revolving Credit Commitment shall be in a minimum amount of less than $10,000,000 10,000,000, (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that y) no existing Lender shall be obligated and/or required to accept an increase in its Commitment or added Revolving Credit Commitments pursuant to this Section 2.14 unless it specifically consents to such increase shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Revolving Credit Commitments exceeding $2,025,000,000, and (z) no Lender’s Revolving Credit Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.14 shall, in connection therewith, deliver to without the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation consent of such increaseLender. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent on or before the effective date of any increase in the Revolving Credit Commitments of each of the following items with respect to each Added Lender and Increasing Lender: (i) a written notice of the Borrower’s intention to increase the aggregate Revolving Credit Commitments pursuant to this Section 2.14, which shall specify each Added Lender and the amount of such Added Lender’s Revolving Credit Commitment (if any), each Increasing Lender and the amount of the increase in form such Increasing Lender’s Revolving Credit Commitment (if any), and substance satisfactory to such other information as is reasonably requested by the Administrative Agent: ; (1ii) documents in the form of Exhibit E or Exhibit F, as applicable, executed and delivered by each Added Lender and each Increasing Lender, pursuant to which such Lender becomes a certificate party hereto or increases its Revolving Credit Commitment, as the case may be; and (iii) if requested by the applicable Lender, Notes or replacement Notes, as the case may be, executed and delivered by the Borrower. (b) Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent shall promptly notify each Lender thereof. Upon execution and delivery of such documents (the “Increased Commitment Date”), such new Lender shall constitute a “Lender” hereunder with a Revolving Credit Commitment as specified therein, or such Increasing Lender’s Revolving Credit Commitment shall increase as specified therein, as the case may be. Immediately upon the effectiveness of the Borrower dated as addition of such Added Lender or the Increase Effective Date (increase in sufficient copies for each Lender) signed by a Responsible Officer the Revolving Credit Commitment of the Borrower such Increasing Lender under this Section 2.14, (i) certifying and attaching the resolutions adopted by respective Ratable Shares of the Borrower approving or consenting Lenders shall be deemed modified as appropriate to correspond to such increasechanged aggregate Revolving Credit Commitments, and (ii) certifying thatif there are at such time outstanding any Advances, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and each Lender whose Ratable Share has been decreased as a result of the Increase Effective Date, except to increase in the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 aggregate Revolving Credit Commitments shall be deemed to refer have assigned, without recourse, to the most recent statements furnished pursuant each Added Lender and Increasing Lender such portion of such Lender’s Revolving Credit Advances as shall be necessary to subsections effectuate such adjustment in Ratable Shares. Each Increasing Lender and Added Lender (aA) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, have assumed such portion of such Revolving Credit Advances and (B) no Default exists; (2) a statement shall fund to each other Lender on the Increased Commitment Date the amount of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect Revolving Credit Advances assigned by it to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders, from time to time to (i) request one or more additions of incremental term loans, in each case which may constitute a separate tranche of term loans or, if the same as any existing tranche of term loans, constitute part of such existing tranche (the “Incremental Term Loans”) or (ii) cause one or more increases in the Aggregate Revolving Credit Loan Commitments (each such increase, an “Aggregate Revolving Credit Loan Commitment Increase” and, together with any Incremental Term Loans, an “Increase”) by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an provide such Incremental Term Loans or increase in the Aggregate its respective Revolving Credit Loan Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any such increase Increase, no Default or Event of Default shall not exceed $500,000,000 have occurred hereunder and be continuing (except that, if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Agreement, no Event of Default under Section 8.01(a), (b) or (i) shall exist), (ii) no such Increase shall cause the Borrower may make a maximum sum of three such requests. The aggregate the Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans plus the amount of loans under the Term Loan Facility and any individual increase hereunder Term Loan Refinancing Indebtedness thereof to exceed an amount equal to $2,250,000,000.00 plus other amounts permitted by sub-clause (iv) of the definition of “Term Loan Refinancing Indebtedness”, (iii) no Lender’s Commitment shall be in a minimum amount of $10,000,000 increased without such Lender’s consent and (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender iv) such Aggregate Revolving Credit Loan Commitment Increase shall be obligated and/or required to accept evidenced by a commitment increase agreement or an increase in its Commitment pursuant amendment to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to Agreement (the Administrative Agent a new commitment agreement “Increase Agreement”) in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Aggregate Commitments are increased in accordance with this SectionBorrower, the Administrative Agent Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the Borrower shall determine amount and allocation of such Increase and the effective date of such Increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable Increase Agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.06) to the extent necessary to keep the outstanding Loans of each Lender ratable with such increase and final allocation. Lender’s revised Applicable Percentage after giving effect to any nonratable Increase under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each Increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties are true and correct in all respects) on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties were true and correct in all respects) as of such earlier datedate (except that, and except that for purposes if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Section 2.14Agreement, the accuracy of the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer solely to the most recent statements furnished pursuant accuracy of the representations and warranties that would constitute Specified Representations (conformed as necessary to subsections (aonly apply to such Acquisition)) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event of Default exists (except that, if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Agreement, no Event of Default under Section 8.01(a), (b) or (i) exists); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such Increase Agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower and each Guarantor are validly existing and in good standing in their jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from the respective counsel to the Borrower and the Guarantors, relating to such Increase Agreement or Incremental Amendment, as applicable, addressed to the Administrative Agent and each Lender. (i) The Incremental Term Loans (x) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and (y) shall not mature earlier than the then-effective Latest Maturity Date and shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the Loans effective immediately prior to such Increase, (ii) the interest rates applicable to any Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Term Loan Lenders, and (iii) except as provided in clauses (i)(y) and (ii) above, the terms and conditions applicable to Incremental Term Loans shall be consistent with the then prevailing market for “Term A Loans” as determined jointly by the Borrower and the Administrative Agent, each acting in good faith. Commitments in respect of Incremental Term Loans shall become effective pursuant to which an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrower ratifies other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Increase, if any, each New Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and acknowledges and reaffirms the Borrower, to effect the provisions of this Section 2.17; provided that, after giving effect in the event that the Effective Yield for any such Incremental Term Loans is greater than the Effective Yield for the Revolving Credit Facility (with the interest rate for Revolving Credit Loans deemed to be based on the applicable “Base Rate Margin,” or “Eurodollar Margin,” for Level 1 in the definition of “Applicable Rate”) or the Effective Yield for any prior tranche of Incremental Term Loans, in each case, by more than 0.50% per annum, then (x) solely with respect to the Revolving Credit Facility, each percent per annum set forth under the caption “Base Rate Margin” and “Eurodollar Margin” in the definition of “Applicable Rate” shall automatically be increased by an amount equal to the difference between the Effective Yield for such Incremental Term Loans and such Effective Yield for the Revolving Credit Facility minus 0.50% per annum or (y) solely with respect to any prior tranche of Incremental Term Loans, the interest rate margin for Base Rate Loans or Eurodollar Loans applicable to such increasetranche of Incremental Term Loans shall automatically be increased to the extent necessary so that the Effective Yield for such prior tranche of Incremental Term Loans is equal to the Effective Yield for such Incremental Term Loans minus 0.50% per annum; provided, it further, that if such Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under the Revolving Credit Loans or any prior tranche of Incremental Term Loans, and such interest rate floor is bound by in effect with respect to such Incremental Term Loans on the date of determination and results in a higher interest margin, in such case, the interest rate floor (but not the interest rate margin, unless the Borrower otherwise elects in its sole discretion) applicable to Revolving Credit Loans or any prior tranche of Incremental Term Loans shall be automatically increased to the extent of such differential between interest rate floors; provided that each basis point increase in the interest rate floor of the Revolving Credit Loans or any prior tranche of Incremental Term Loans shall count as one basis point of increase in the interest rate margin to the Revolving Credit Loans or any prior tranche of Incremental Term Loans for purposes of eliminating the differential between the Effective Yield for such Incremental Term Loans and such Effective Yield for the Revolving Credit Facility or any prior tranche of Incremental Term Loans. The loans and commitments established pursuant to this Section 2.17 shall constitute Loans and Commitments under, and shall be entitled to all terms of the benefits afforded by, this Agreement and the other Loan Documents; , and (3) if shall, without limiting the increase is being provided foregoing, benefit equally and ratably from the Guaranty and security interests created by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionCollateral Documents. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. The Borrower may, upon prior written notice by the Borrower to the Administrative Agent, increase the Aggregate Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) by a maximum aggregate amount for all such increases not to exceed $250,000,000, with additional Commitments from any existing Lender or new Commitments from one or more other Persons selected by the Borrower and reasonably acceptable to the Administrative Agent, the L/C Issuer and the Swing Line Lender (so long as such Persons would be Eligible Assignees); provided, that: (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum principal amount of $10,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders thereof (or such other minimum and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to multiples as are agreed by the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. sole discretion); (b) If at the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation time of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agentafter giving effect thereto: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying no Default shall exist and attaching the resolutions adopted by the Borrower approving or consenting to such increasebe continuing, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties of the Borrower contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Increase Effective Datedate of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in (xSections 5.05(a) subsections (a), and (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectivelyrespectively (provided, of Section 6.01 that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (yafter giving effect to any qualification therein) subsection in all respects); (c) of Section 5.05 no existing Lender shall be deemed under any obligation to refer increase its Commitment and any such decision whether to “through increase its Commitment shall be in such Lender’s sole and absolute discretion; (d) (i) any new Lender shall join this Agreement by executing such joinder documents as are required by the Increase Effective Date” rather than “through Administrative Agent, and/or (ii) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Closing Date”Administrative Agent; and (e) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower dated as of the date of such increase (i) certifying that (A) the conditions set forth in clause (b) above have been met, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.attached thereto are resolutions adopted by

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an increase in the Aggregate their respective Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 3,750,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.06) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase and final allocation. in the Aggregate Commitments under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from counsel to the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatBorrower, after giving effect relating to such increaseincrease agreement, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) addressed to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionAdministrative Agent and each Lender. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 450,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: : (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “"through the Increase Effective Date” " rather than “"through the Closing Date”", and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Company may, upon by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution, which may include any Lender, being called an “Increasing Lender”), cause Commitments to be extended by the Increasing Lenders in an amount for each Increasing Lender set forth in such notice; provided, that, (i) the aggregate amount of all new Commitments established pursuant to increases effected pursuant to this Section 2.15 during the term of this Agreement shall in no event exceed $350,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall (A) have a Commitment, immediately after the effectiveness of such increase, of at least $25,000,000, (B) be subject to the approval of the Administrative Agent (which approval shall promptly notify the Lendersnot be unreasonably withheld), the Borrower may from time to timeL/C Issuer, request an increase in the Aggregate Commitments; providedeach U.S. Swing Line Lender, howeverand each Euro Swing Line Lender, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (iiC) the Borrower may make become a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant party to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver Agreement by completing and delivering to the Administrative Agent a new commitment duly executed accession agreement in a form and substance satisfactory to the Administrative Agent and the Company (each, an “Accession Agreement”), and (iii) the decision of any existing Lender to become an Increasing Lender shall be in the sole discretion of such Lender, and no existing Lender shall be required to increase its counselCommitment hereunder. New Commitments and increases in Commitments pursuant to this Section 2.15 shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.15, subject to the satisfaction of the conditions set forth in Section 2.15(b). Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (1) such Increasing Lender shall thereafter be deemed to be a party to this Agreement as a Lender and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder, and (2) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section 2.15, with respect to the Commitment of a Lender already a party hereto that is being increased pursuant to such increase, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. (b) If No increase in the Aggregate Commitments are increased (or in accordance the Commitment of any Lender) shall become effective pursuant to this Section 2.15 unless, on the effective date of such increase, (i) with this Sectionrespect to each Borrower then existing at such time, the Administrative Agent and shall have received documents consistent with those delivered on the Borrower shall determine Closing Date pursuant to Section 4.01(c) and, if reasonably requested by the Administrative Agent, favorable written opinions of counsel to the Borrower, dated as of the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver addressed to the Administrative Agent Agent, the L/C Issuer and each of the following Lender, in form and substance reasonably satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the this Agreement or any other Loan Documents are Document shall (1) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the Increase Effective Dateeffective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct as of such earlier date, and (2) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the effective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.15(b)(ii)(A), the representations and warranties contained in (xSection 5.05(a) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.03(a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; shall exist, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. (2c) a statement of reaffirmation from the Borrower In connection with any increase pursuant to which this Section 2.15, the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date effective date of such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages Commitments arising from any nonratable non-ratable increase in the Aggregate Commitments under pursuant to this SectionSection 2.15. (cd) In connection with any increase in the Aggregate Commitments pursuant to this Section 2.15, the Company, the Administrative Agent and each Increasing Lender with respect to such increase, without the consent of any other party to this Agreement, may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence such increase. This Section 2.15 shall supersede any provisions in Sections 2.12 Section 2.13 or 10.01 11.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the right prior to the latest Termination Date then in effect, upon by notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrower may to effectuate from time to time, request time an increase in the Aggregate Commitmentsaggregate Revolving Credit Commitments under this Agreement with the consent of the Issuing Banks and the Swing Line Bank (such consent not to be unreasonably withheld or delayed) (i) by adding to this Agreement one or more commercial banks or financial institutions reasonably acceptable to the Administrative Agent, the Swing Line Bank and each Issuing Bank (who shall, upon completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or (ii) by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Revolving Credit Commitments effectuated pursuant to this Section 2.14; provided, however, provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase no added Revolving Credit Commitment shall not exceed be less than $500,000,000 and 10,000,000, (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment or added Revolving Credit Commitments pursuant to this Section 2.14 unless it specifically consents to such increase shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Revolving Credit Commitments exceeding $1,650,000,000, and (iii) no Lender’s Revolving Credit Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.14 shall, in connection therewith, deliver to without the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation consent of such increaseLender. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent on or before the effective date of any increase in the Revolving Credit Commitments of each of the following items with respect to each Added Lender and Increasing Lender: (i) a written notice of the Borrower’s intention to increase the aggregate Revolving Credit Commitments pursuant to this Section 2.14, which shall specify each Added Lender and the amount of such Added Lender’s Revolving Credit Commitment (if any), each Increasing Lender and the amount of the increase in form such Increasing Lender’s Revolving Credit Commitment (if any), and substance satisfactory to such other information as is reasonably requested by the Administrative Agent: ; (1ii) documents in the form of Exhibit E or Exhibit F, as applicable, executed and delivered by each Added Lender and each Increasing Lender, pursuant to which such Lender becomes a certificate party hereto or increases its Revolving Credit Commitment, as the case may be; and (iii) if requested by the applicable Lender, Notes or replacement Notes, as the case may be, executed and delivered by the Borrower. (b) Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent shall promptly notify each Lender thereof. Upon execution and delivery of such documents (the “Increased Commitment Date”)and satisfaction of the Borrower dated conditions set forth in clause (c) below, such new Lender shall constitute a “Lender” hereunder with a Revolving Credit Commitment as specified therein, or such Increasing Lender’s Revolving Credit Commitment shall increase as specified therein, as the case may be. Immediately upon the effectiveness of the Increase Effective Date (addition of such Added Lender or the increase in sufficient copies for each Lender) signed by a Responsible Officer the Revolving Credit Commitment of the Borrower such Increasing Lender under this Section 2.14, (i) certifying and attaching the resolutions adopted by respective Ratable Shares of the Borrower approving or consenting Lenders shall be deemed modified as appropriate to correspond to such increasechanged aggregate Revolving Credit Commitments, and (ii) certifying thatif there are at such time outstanding any Advances, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and each Lender whose Ratable Share has been decreased as a result of the Increase Effective Date, except to increase in the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 aggregate Revolving Credit Commitments shall be deemed to refer have assigned, without recourse, to the most recent statements furnished pursuant each Added Lender and Increasing Lender such portion of such Lender’s Revolving Credit Advances as shall be necessary to subsections effectuate such adjustment in Ratable Shares. Each Increasing Lender and Added Lender (aA) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, have assumed such portion of such Revolving Credit Advances and (B) no Default exists; (2) a statement shall fund to each other Lender on the Increased Commitment Date the amount of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect Revolving Credit Advances assigned by it to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice to without the Administrative Agent (which shall promptly notify consent of the Lenders), the Borrower may from time to time, request an increase time to cause one or more increases in the Aggregate Commitments by adding to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments, in each case subject to the prior approval of the Administrative Agent, each LC Issuer and the Swingline Lender (such approvals not to be unreasonably withheld or delayed); provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 3,250,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Loan Parties, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”) and the final allocation of such increase). The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As Each financial institution that becomes a condition precedent to such increase, in addition to any deliveries New Lender pursuant to subsection (a) above, this Section by the Borrower shall deliver execution and delivery to the Administrative Agent each of the following in form and substance satisfactory to applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall borrow and prepay any Committed Loans outstanding on the each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans of each Lender ratable with any such Lender’s revised Applicable Percentages arising from Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (cb) This As a condition precedent to each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: (i) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to such increase set forth in this Section shall supersede any provisions have occurred and been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Sections 2.12 or 10.01 this Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not apply to the contraryextent that any such representation or warranty is qualified by materiality) on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (B) no Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Loan Parties as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (iii) a favorable opinion of counsel to the Loan Parties, relating to such increase agreement, addressed to the Administrative Agent and each Lender.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders, from time to time to (i) request one or more additions of incremental term loans, in each case which may constitute a separate tranche of term loans or, if the same as any existing tranche of term loans, constitute part of such existing tranche (the “Incremental Term Loans”) or (ii) cause one or more increases in the Aggregate Revolving Credit Loan Commitments (each such increase, an “Aggregate Revolving Credit Loan Commitment Increase” and, together with any Incremental Term Loans, an “Increase”) by adding, subject to the prior approval of the Administrative Agent (which such approval not to be unreasonably withheld or delayed; provided that no such approval shall promptly notify the Lendersbe required with respect to a financial institution that is an Affiliate of a Lender or an Approved Fund with respect to a Lender), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an provide such Incremental Term Loans or increase in the Aggregate its respective Revolving Credit Loan Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any such increase Increase, no Default or Event of Default shall not exceed $500,000,000 have occurred hereunder and be continuing (except that, if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Agreement, no Event of Default under Section 8.01(a), (b) or (i) shall exist), (ii) no such Increase shall cause the Borrower may make a maximum sum of three such requests. The aggregate (x) the Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans to exceed an amount equal to $2,000,000,000.00 and (y) the Aggregate Revolving Credit Loan Commitments plus the amount of Incremental Term Loans plus the amount of loans under the Term Loan Facility and any individual increase hereunder Term Loan Refinancing Indebtedness in respect thereof to exceed an amount equal to $2,250,000,000.00 (plus other amounts permitted by sub-clause (iv) of the definition of “Term Loan Refinancing Indebtedness”), (iii) no Lender’s Commitment shall be in a minimum amount of $10,000,000 increased without such Lender’s consent and (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender iv) such Aggregate Revolving Credit Loan Commitment Increase shall be obligated and/or required to accept evidenced by a commitment increase agreement or an increase in its Commitment pursuant amendment to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to Agreement (the Administrative Agent a new commitment agreement “Increase Agreement”) in form and substance satisfactory reasonably acceptable to the Administrative Agent and its counsel. (b) If executed by the Aggregate Commitments are increased in accordance with this SectionBorrower, the Administrative Agent Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the Borrower shall determine amount and allocation of such Increase and the effective date of such Increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable Increase Agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Revolving Credit Loans on each Increase Effective Date (and Schedule 2.01 hereto shall pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable Increase under this Section and (ii) if there are Swingline Loans or Letters of Credit then outstanding, the participations of the Lenders in such Swingline Loans or Letters of Credit, as the case may be, will be deemed amended automatically adjusted to reflect such increase and final allocation. the Applicable Percentages of all the Lenders (including each New Lender) after giving effect to the applicable Increase. (b) As a condition precedent to such increase, in addition to any deliveries each Increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, that before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties are true and correct in all respects) on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties were true and correct in all respects) as of such earlier datedate (except that, and except that for purposes if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Section 2.14Agreement, the accuracy of the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer solely to the most recent statements furnished pursuant accuracy of the representations and warranties that would constitute Specified Representations (conformed as necessary to subsections (aonly apply to such Acquisition)) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event of Default exists (except that, if the proceeds of such Incremental Term Loans or Aggregate Revolving Credit Loan Commitment Increase are to be used to finance an Acquisition by the Borrower or any Subsidiary permitted under this Agreement, no Event of Default under Section 8.01(a), (b) or (i) exists); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such Increase Agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor are validly existing and in good standing in their jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from the respective counsel to the Borrower and the Guarantors, relating to such Increase Agreement or Incremental Amendment, as applicable, addressed to the Administrative Agent and each Lender. (i) The Incremental Term Loans (x) shall be unsecured and rank pari passu in right of payment with the Revolving Credit Loans and (y) shall not mature earlier than the then-effective Latest Maturity Date and shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of any tranche of Incremental Term Loans outstanding immediately prior to such Increase, (ii) the interest rates applicable to any Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Term Loan Lenders, and (iii) except as provided in clauses (i)(y) and (ii) above, the terms and conditions applicable to Incremental Term Loans shall be consistent with the then prevailing market for “Term A Loans” as determined jointly by the Borrower and the Administrative Agent, each acting in good faith. Commitments in respect of Incremental Term Loans shall become effective pursuant to which an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrower ratifies other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Increase, if any, each New Lender, if any, and the Administrative Agent. Notwithstanding the provisions of Section 10.01, the Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and acknowledges and reaffirms the Borrower, to effect the provisions of this Section 2.17; provided that, after giving effect in the event that the Effective Yield for any such Incremental Term Loans is greater than the Effective Yield for any prior tranche of Incremental Term Loans, in each case, by more than 0.50% per annum, then solely with respect to any prior tranche of Incremental Term Loans, the interest rate margin for Base Rate Loans or Term SOFR Loans applicable to such increasetranche of Incremental Term Loans shall automatically be increased to the extent necessary so that the Effective Yield for such prior tranche of Incremental Term Loans is equal to the Effective Yield for such Incremental Term Loans minus 0.50% per annum; provided, it further, that if such Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under any prior tranche of Incremental Term Loans, and such interest rate floor is bound by in effect with respect to such Incremental Term Loans on the date of determination and results in a higher interest margin, in such case, the interest rate floor (but not the interest rate margin, unless the Borrower otherwise elects in its sole discretion) applicable any prior tranche of Incremental Term Loans shall be automatically increased to the extent of such differential between interest rate floors; provided that each basis point increase in the interest rate floor of any prior tranche of Incremental Term Loans shall count as one basis point of increase in the interest rate margin to any prior tranche of Incremental Term Loans for purposes of eliminating the differential between the Effective Yield for such Incremental Term Loans and such Effective Yield for any prior tranche of Incremental Term Loans. The loans and commitments established pursuant to this Section 2.17 shall constitute Loans and Commitments under, and shall be entitled to all terms of the benefits afforded by, this Agreement and the other Loan Documents; , and (3) if shall, without limiting the increase is being provided by a new Lenderforegoing, a Note in favor of such Lender if so requested by such Lenderbenefit equally and ratably from the Guaranty. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section 2.17 shall supersede any provisions in Sections 2.12 Section 2.15 or Section 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in of the Aggregate CommitmentsCommitments (a "Commitment Increase") of up to $10,000,000.00; provided, however, provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase Commitment Increase shall not exceed be less than $500,000,000 5,000,000.00 (and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 5,000,000.00 if in excess thereof); (ii) no Commitment Increase shall increase the Aggregate Commitments to an amount in excess of $35,000,000.00; and (iii) no Default or Event of Default exists. At the time of sending such notice, Borrower (in consultation with Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to Lenders). Each Lender shall notify Agent within such time period whether or not it agrees to increase its Commitment, and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested Commitment Increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Agent shall notify Borrower and each Lender of the Lenders' responses to each request for a Commitment Increase hereunder. To achieve the full amount of a requested increaseCommitment Increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an . Any increase in its Commitment pursuant to this the Aggregate Commitments must be effected by an amendment that is executed in accordance with Section 2.14 unless it specifically consents to such increase in writing. Any Lender 10.01 by the Borrower, Agent and the one or Eligible Assignee agreeing more Lenders who have agreed to increase its Commitment their Commitments or provide a by new Commitment pursuant Lenders who have agreed to this new Commitments in accordance with Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel10.01. (b) If the Aggregate any Commitments are increased in accordance with this SectionSection 2.14, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “"Commitment Increase Effective Date”) "). Agent and the final allocation of such increase. The Administrative Agent Borrower shall promptly notify the Borrower and the Lenders Lender of the final allocation of such increase Commitment Increase and the Commitment Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocationDate. As a condition precedent to such increaseCommitment Increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver or cause to the Administrative be delivered to Agent each of the following in form and substance satisfactory to the Administrative Agent: (1i) a certificate of the Borrower each Loan Party dated as of the Commitment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower thereof, (iA) certifying and attaching the resolutions adopted by the Borrower such Loan Party or its governing body, approving or consenting to such increaseCommitment Increase, (B) in the case of Borrower, including a Compliance Certificate demonstrating pro forma compliance with the representations and warranties contained in this Agreement after giving effect to such Commitment Increase and (iiC) certifying that, before and after giving effect to such increaseCommitment Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Commitment Increase Effective DateDate and no Default or Event of Default exists, except (ii) opinions of counsel (substantially similar to the extent that such representations and warranties specifically refer forms of opinions provided for in Section 4.01 modified to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer apply to the most recent statements furnished pursuant to subsections (a) Commitment Increase and (beach Note executed and delivered in connection therewith), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2iii) a statement of reaffirmation written consents from the Borrower pursuant Guarantors evidencing their consent to which the Borrower ratifies this Agreement Commitment Increase and the other Loan Documents agreeing that their Guaranties continue in full force and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documentseffect; and (3iv) if such other instruments and documents as the increase is being provided by Agent shall have reasonably requested in connection with such Commitment Increase. Each new Lender acquiring a new Commitment shall be a "Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments " under this SectionAgreement. (c) This Section On the Commitment Increase Effective Date, each Increasing Lender shall supersede any provisions make a payment to Agent in Sections 2.12 or 10.01 an amount sufficient, upon the application of such payments by all Increasing Lenders to the contraryreduction of the outstanding Loans held by the Lenders, to cause the principal amount outstanding under the Loans made by each Lender (including, as applicable, any Increasing Lender) to be in the amount of its Applicable Percentage (upon the effective date of such increase). Borrower hereby irrevocably authorizes each Increasing Lender to fund to the Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Loans held by the other Lenders hereunder. If, as a result of the repayment of the Loans provided for in this Section 2.14(c), any payment of a Eurodollar Fixed Rate Loan occurs on a day which is not the last day of the applicable Interest Period, Borrower will pay to Agent for the benefit of any of the Lenders holding a Eurodollar Fixed Rate Borrowing any loss or cost incurred by such Lender resulting therefrom in accordance with Section 3.05. Upon the effective date of any Commitment Increase, all Loans outstanding hereunder (including any Loans made by the Increasing Lenders on such date) shall be Base Rate Loans, subject to Borrower's right to convert the same to Eurodollar Rate Loans on or after such date in accordance with the provisions of Section 2.02. (d) Upon the Commitment Increase Effective Date and the making of Loans by the Increasing Lenders in accordance with the provisions of Section 2.14(c), each Increasing Lender shall also be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Lenders party to this Agreement immediately prior to the effective date of such increase, an undivided interest and participation in any Letters of Credit then outstanding, ratably, such that each Lender (including each Increasing Lender) holds a participation interest in each such Letter of Credit in proportion equal to its Applicable Percentage upon the effective date of such increase in the Aggregate Commitments. (e) Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder at any time or a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time, and no Commitment of a Lender shall be increased without its prior written approval, which it may grant or deny in its sole discretion.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an increase in the Aggregate their respective Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 800,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.06) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase and final allocation. in the Aggregate Commitments under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Restricted Person as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement and the First Amendment to Credit Agreement providing for such increase and Guarantors’ Consent for such First Amendment to Credit Agreement, and such documents and certifications as the Administrative Agent may require to evidence that each Restricted Person is validly existing and in good standing in its jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from Winston & Xxxxxx LLP, counsel to the Borrower pursuant Restricted Persons, and a favorable opinion of Xxxxxx & Xxxxxx L.L.P., local counsel to which the Borrower ratifies this Agreement Restricted Persons for the State of Texas, relating to such increase agreement and the other Loan Documents First Amendment to Credit Agreement providing for such increase and acknowledges and reaffirms thatGuarantors’ Consent for such First Amendment to Credit Agreement, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) each addressed to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionAdministrative Agent and each Lender. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an increase in the Aggregate their respective Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 3,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.06) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase and final allocation. in the Aggregate Commitments under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from Vxxxxx & Exxxxx L.L.P., counsel to the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatBorrower, after giving effect relating to such increaseincrease agreement, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) addressed to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionAdministrative Agent and each Lender. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower may, upon from time to time after the Effective Date, by notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to timeAgent, request an increase in that the Aggregate Commitments; provided, however, that (i) the maximum aggregate amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in increased by a minimum amount of equal to $10,000,000 (and in 25,000,000 or an integral multiples multiple of $5,000,000 in excess thereofthereof (each a “Commitment Increase”). To achieve the full amount , to be effective as of a requested increase, date (the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase “Increase Date”) as specified in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver the related notice to the Administrative Agent Agent; provided that (i) no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the applicable Increase Date, or shall occur as a new commitment agreement in form result thereof and substance satisfactory (ii) at no time shall the total aggregate amount of Commitment Increases hereunder when added to the Administrative Agent and its counselaggregate amount of Incremental Term Loans established pursuant to Section 2.20 below, exceed $500,000,000. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of a request by the final allocation Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such increase and requested Commitment Increase, (ii) the proposed Increase Effective Date and Schedule 2.01 hereto (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver give written notice to the Administrative Agent each on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative 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 Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders 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 an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Borrower and the Administrative Agent, duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent: . (1e) a certificate On each Increase Date, upon fulfillment of the Borrower dated as of conditions set forth in this Section 2.19, in the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower event any Loans are then outstanding, (i) certifying each relevant Increasing Lender and attaching Assuming Lender shall make available to the resolutions adopted by Administrative Agent such amounts in immediately available funds as the Borrower approving or consenting to such increaseAdministrative Agent shall determine, and (ii) certifying that, before and after giving effect to such increase, (A) for the representations and warranties contained in Article V and benefit of the other Loan Documents are true and correct on and Lenders, as of the Increase Effective Date, except being required in order to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatcause, after giving effect to the applicable Commitment Increase and the application of such increaseamounts to make payments to such other Lenders (including any assignments and adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders and Assuming Lenders), it is bound the Loans to be held ratably by all terms Lenders as of this Agreement such date in accordance with their respective Applicable Percentages (after giving effect to the Commitment Increase), (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Loans made to it as of such Commitment Increase Date (with each such borrowing to consist of Loans, with related Interest Periods if applicable, specified in a notice delivered by the other Loan Documents; Borrower in accordance with the requirements of Section 2.2) and (3iii) the Borrower shall pay to the Lenders the amounts, if the increase is being provided by any, payable under Section 2.15 as a new Lender, a Note in favor result of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectionprepayment. (cf) This Section shall supersede any provisions in Sections 2.12 Section 2.17 or 10.01 Section 9.2 to the contrary. (g) The occurrence of each Increase Date shall be deemed to be a representation and warranty by the Borrower on such Increase Date that the conditions set forth in this Section 2.19 to such Commitment Increase have been satisfied on such Increase Date.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower may, upon notice at its option, seek to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect Commitment by up to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The an aggregate amount of any individual increase hereunder shall be $100,000,000 (resulting in a maximum Aggregate Commitment of $400,000,000) in a minimum amount of $10,000,000 (20,000,000 and in integral multiples of $5,000,000 in excess thereof). To achieve , upon at least three (3) Business Days’ prior written notice to the full Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a requested increasetime when no Default or Unmatured Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to the Administrative Agent. No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver have delivered to the Administrative Agent a new commitment agreement document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and its counsel. (b) If agrees to assume and accept the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall determine accept an assignment from the effective date (the “Increase Effective Date”) existing Lenders, and the final allocation of such increase. The Administrative Agent existing Lenders shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As make an assignment or sell a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver sub-participation to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) new or existing Lender accepting a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving new or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectivelyincreased Commitment, of Section 6.01 an interest or sub-participation in each then outstanding Advance and (y) subsection (c) Letter of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms Credit such that, after giving effect thereto, all Revolving Credit Exposure is held ratably by the Lenders in proportion to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lendertheir respective Applicable Percentages. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required Assignments pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section preceding sentence shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.be

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Parent Borrower may, upon at any time but in any event not more than once in any calendar year prior to the Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 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 effect (the “Increase Date”) as specified in the related notice to the Agent; provided, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $2,500,000,000 and (ii) on the date of any request by the Parent Borrower for a Commitment Increase and on the related Increase Date the applicable conditions set forth in Article III shall be satisfied. (a) The Agent (which shall promptly notify such Eligible Assignees as the LendersParent Borrower may identify of a request by the Parent Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and other Eligible Assignees wishing to participate in the Commitment Increase must commit thereto (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) (it being understood that 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) and each other Eligible Assignee that agrees to participate in such requested Commitment Increase (each such Eligible Assignee, an “Assuming Increasing Lender”) shall give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to participate in such Commitment Increase (each such amount, the Borrower may from time “Designated Increase”). If the Lenders and Assuming Increasing Lenders notify the Agent that they are willing to time, request an increase participate in the Aggregate Commitmentsrequested Commitment Increase by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders and such Assuming Increasing Lenders in such amounts as are agreed between the Parent Borrower and the Agent (so long as any allocation is not in excess of the Designated Increase of such Increasing Lender or Assuming Increasing Lender); provided, however, that (i) the maximum amount Commitment of the Aggregate Commitments after giving effect to any each such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder Assuming Increasing Lender shall be in a minimum an amount of $10,000,000 5,000,000 or more. (b) On each Increase Date, each Assuming Increasing Lender shall become a Lender party to this Agreement as of such Increase Date and in integral multiples the Commitment of $5,000,000 in excess thereofeach Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.20(b). To achieve the full amount ) as of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenderssuch Increase Date; provided, however, that no existing Lender the Agent shall be obligated and/or required to accept an increase in its have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the board of directors of each Borrower or a committee of each such board approving the Commitment pursuant Increase and the corresponding modifications to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shallAgreement and (B) an opinion of counsel for the Borrowers (which may be from in-house counsel), in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Increasing Lender, if any, in substantially the form of Exhibit D hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent, the Issuing Lenders and the Parent Borrower, as applicable; (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Parent Borrower and the Agent; and (iv) any other documents or instruments reasonably requested by the Agent and its counselin connection with the Commitment Increase. (bc) If On each Increase Date, upon fulfillment of the Aggregate Commitments are increased conditions set forth in accordance with the immediately preceding sentence of this SectionSection 2.20(c), the Administrative Agent and shall notify the Borrower shall determine the effective date Lenders (the “Increase Effective Date”including, without limitation, each Assuming Increasing Lender) and the final allocation Parent Borrower, on or before 1:00 P.M. (New York City time), by fax, 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 Lender and each Assuming Increasing Lender on such date. If any Base Rate Advances are outstanding on the date of any Increase Date, the Agent shall give appropriate notice to the Increasing Lenders and the Assuming Increasing Lenders to fund their respective pro rata shares of such increase. The Administrative Agent outstanding Advances, and shall promptly notify the Borrower and reallocate such Advances among the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms so that, after giving effect to such increasereallocation, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note each Lender shall participate in favor of such Lender if so requested by such Lendereach outstanding Base Rate Borrowing ratably according to their respective Commitments. The Borrower shall prepay If any Committed Loans Eurocurrency Rate Advances are outstanding on the date of any Increase Effective Date Date, the Agent shall, on the last day of the applicable Interest Periods, give appropriate notice to the Increasing Lenders and the Assuming Increasing Lenders to fund their respective pro rata shares of such outstanding Advances, and shall reallocate such Advances among the Lenders so that, after giving effect to such reallocation, each Lender shall participate in such outstanding Eurocurrency Rate Borrowing ratably according to their respective Commitments. If any Letters of Credit or Swing Line Advances are outstanding on any Increase Date, participations in such Extensions of Credit shall be deemed to be reallocated on such date according to the respective Commitments of the Lenders after giving effect to such increase. (and pay any additional amounts required pursuant d) Notwithstanding anything to Section 3.05) the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increase Date, this Agreement may be amended to the extent (but only to the extent (it being understood that the terms of any Commitment Increase shall be the same as the terms for the existing Commitments)) necessary to keep reflect the outstanding Committed Loans ratable existence and terms of the Commitment Increase evidenced thereby. Any such deemed amendment may be effected in writing by the Agent with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. Parent Borrower’s consent (cnot to be unreasonably withheld or delayed) This Section shall supersede any provisions in Sections 2.12 or 10.01 and furnished to the contraryother parties hereto.

Increase in Aggregate Commitments. (a) Provided there exists no Default(a) The Borrower shall have the right prior to the latest Termination Date then in effect, upon by notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrower may to effectuate from time to time, request time an increase in the Aggregate Commitmentsaggregate Extended Revolving Credit Commitments under this Agreement with the consent of the Issuing Banks and the Swing Line Bank (such consent not to be unreasonably withheld or delayed) (i) by adding to this Agreement one or more commercial banks or financial institutions reasonably acceptable to the Administrative Agent, the Swing Line Bank and each Issuing Bank (who shall, upon completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or (ii) by allowing one or more Lenders in their sole discretion to increase their respective Extended Revolving Credit Commitments hereunder or convert their respective Non-Extended Commitments hereunder into Extended Revolving Credit Commitments (each an “Increasing Lender”), so that such added and increased Extended Revolving Credit Commitments shall equal the increase in the Extended Revolving Credit Commitments effectuated pursuant to this Section 2.14; provided, however, provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase no added Extended Revolving Credit Commitment shall not exceed be less than $500,000,000 and 10,000,000, (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment or added Extended Revolving Credit Commitments pursuant to this Section 2.14 unless it specifically consents to such increase shall result in writing. Any Lender aggregate Revolving Credit Commitments exceeding $1,650,000,000, and (iii) no Lender’s Revolving Credit Commitment shall be increased or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to converted under this Section 2.14 shall, in connection therewith, deliver to without the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation consent of such increaseLender. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent on or before the effective date of any increase in the Extended Revolving Credit Commitments of each of the following in form items with respect to each Added Lender and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Increasing Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.:

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the right prior to the latest Termination Date then in effect, upon by notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrower may to effectuate from time to time, request time an increase in the Aggregate Commitmentsaggregate Revolving Credit Commitments under this Agreement with the consent of the Issuing Banks and the Swing Line Bank (such consent not to be unreasonably withheld or delayed) (i) by adding to this Agreement one or more commercial banks or financial institutions reasonably acceptable to the Administrative Agent, the Swing Line Bank and each Issuing Bank (who shall, upon completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or (ii) by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Revolving Credit Commitments effectuated pursuant to this Section 2.14; provided, however, provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase no added Revolving Credit Commitment shall not exceed be less than $500,000,000 and 10,000,000, (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment or added Revolving Credit Commitments pursuant to this Section 2.14 unless it specifically consents to such increase shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Revolving Credit Commitments exceeding $1,650,000,000, and (iii) no Lender’s Revolving Credit Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.14 shall, in connection therewith, deliver to without the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation consent of such increaseLender. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent on or before the effective date of any increase in the Revolving Credit Commitments of each of the following in form items with respect to each Added Lender and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Increasing Lender) signed by a Responsible Officer of the Borrower : (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as a written notice of the Increase Effective Date, except Borrower’s intention to increase the extent that such representations and warranties specifically refer aggregate Revolving Credit Commitments pursuant to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, which shall specify each Added Lender and the representations and warranties contained in amount of such Added Lender’s Revolving Credit Commitment (x) subsections (aif any), each Increasing Lender and the amount of the increase in such Increasing Lender’s Revolving Credit Commitment (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bif any), respectivelyand such other information as is reasonably requested by the Administrative Agent; (ii) documents in the form of Exhibit E or Exhibit F, of Section 6.01 as applicable, executed and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”delivered by each Added Lender and each Increasing Lender, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which such Lender becomes a party hereto or increases its Revolving Credit Commitment, as the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documentscase may be; and and (3iii) if requested by the increase is being provided by a new applicable Lender, a Note in favor of such Lender if so requested Notes or replacement Notes, as the case may be, executed and delivered by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionBorrower. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultDefault (and no Default would result therefrom), upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time, request an increase in the Aggregate CommitmentsCommitments in an aggregate amount for all such increases not to exceed $500,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche (i) shall rank pari passu in right of payment and security with the maximum amount Revolving Loans, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requestsbe either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower Borrowers may solicit increased commitments from existing Lenders and also and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 2.15 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 2.15 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower Borrowers shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in (x) subsections (a), ) and (b) and (c) of Section 5.05 5.01 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”6.01, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower each Loan Party pursuant to which the Borrower each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Revolving Note or a Term Note, as applicable, then a revised Revolving Note or Term Note, as applicable, in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (4) if the increase is being provided by a new Lender, a Revolving Note or Term Note, as applicable, in favor of such Lender if so requested by such Lender; and (5) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Commitments under this Section. Borrower may prepay such Revolving Loans with the proceeds of Base Rate Loans hereunder without regard to the minimum and multiples specified herein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Loan Commitments and the conditions set forth in Section 4.02. (c) This Section shall supersede any provisions in Sections 2.12 2.13 or 10.01 to the contrary. (d) In the event of the initial addition of any Term Loan Commitments, the Borrower, Guarantors, Administrative Agent and the Term Loan Lenders shall enter into an amendment of this Agreement and the other Loan Documents as necessary to evidence such Term Loan Commitment or to have it be guaranteed and secured by the other Loan Documents (the “Term Loan Commitment Amendment”), and all Lenders not providing the Term Loan Commitment hereby consent to such limited scope amendment without future consent rights. Additionally, the Borrower, Guarantors and each Term Loan Lender shall execute and deliver to Administrative Agent any other documentation as the Administrative Agent shall reasonably specify to evidence, guarantee or secure such Term Loan Commitment. The Term Loan Commitment Amendment, without the consent of any other Lender, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Term Loan Lenders and the Borrower, to implement the terms of the Term Loan Commitment, including pricing, maturity, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent, the Term Loan Lenders and the Borrower in connection with the establishment of such Term Loan Commitment.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice Subject to the Administrative Agent (which shall promptly notify the Lenders)terms and conditions set forth herein, the Borrower may may, from time to timetime (including in connection with any redetermination of the Borrowing Base), request cause an increase in the Aggregate Commitments; providedCommitments (any such increase, howeveran “Incremental Increase”) by permitting one or more existing Lenders to increase their respective Commitments (each, an “Increasing Lender”) and/or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). No Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion). No consent of any Lender (other than the Lenders participating in the Incremental Increase) shall be required for any Incremental Increase. 860627.02-LACSR02A - MSW (b) Any Incremental Increase shall be subject to the following conditions: (i) the maximum amount Administrative Agent shall have been given written notice of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and Incremental Increase; (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver have delivered to the Administrative Agent a new commitment agreement Secured Debt Cap Certificate certifying as to the Secured Debt Cap on the proposed date of effectiveness of such Incremental Increase; (iii) such Incremental Increase shall be in form an amount that is an integral multiple of $5,000,000 and substance satisfactory not less than $25,000,000 unless the Administrative Agent otherwise consents; (iv) after giving effect to such Incremental Increase, the Aggregate Commitments shall not exceed the lesser of (A) the Secured Debt Cap at such time and (B) the Borrowing Base then in effect; (v) no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and its counsel.each Issuing Bank (not to be unreasonably withheld or delayed), (bvi) If the Aggregate Commitments are increased Borrower shall have paid to the Administrative Agent, for payment to any Increasing Lender or Additional Lender, as applicable, any fees payable in accordance with this Sectionthe amounts and at the times separately agreed upon among the Borrower, the Administrative Agent and the Borrower shall determine the effective date such Lender or Lenders; (the “vii) such Incremental Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended on the exact same terms and pursuant to reflect such increase and final allocation. As a condition precedent the exact same documentation applicable to such increase, in addition this Agreement (other than with respect to any deliveries pursuant arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Rate may be increased to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except be consistent with that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (asuch Incremental Increase), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.;

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time, request an increase in the Aggregate CommitmentsCommitments in an aggregate amount for all such increases not to exceed $100,000,000; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and 350,000,000, (ii) the Borrower Borrowers may make a maximum of three (3) such requestsrequests and (iii) the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower Borrowers may solicit increased commitments from existing Lenders and also and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower Borrowers shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), ) and (b) and (c) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”6.01, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower each Loan Party pursuant to which the Borrower each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Committed Note, a revised Committed Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (4) if the increase is being provided by a new Lender, a Committed Note in favor of such Lender if so requested by such Lender; and (5) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultDefault (and no Default would result therefrom), upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time, request an increase in the Aggregate CommitmentsCommitments in an aggregate amount for all such increases not to exceed $500,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan that is a separate tranche (i) shall rank pari passu in right of payment and security with the maximum amount Revolving Loans, (ii) shall be Guaranteed only by the Guarantors, (iii) shall be on substantially the same terms (other than pricing and funding) and conditions as (and in any event no more favorably than) the Revolving Loans and (iv) shall have a maturity date no earlier than the Maturity Date. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requestsbe either Revolving Loan Commitments or Term Loan Commitments. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower Borrowers may solicit increased commitments from existing Lenders and also and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 2.15 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 2.15 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower Borrowers shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in (x) subsections (a), ) and (b) and (c) of Section 5.05 5.01 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”6.01, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower each Loan Party pursuant to which the Borrower each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Revolving Note or a Term Note, as applicable, then a revised Revolving Note or Term Note, as applicable, in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (4) if the increase is being provided by a new Lender, a Revolving Note or Term Note, as applicable, in favor of such Lender if so requested by such Lender; and (5) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Commitments under this Section. Borrower may prepay such Revolving Loans with the proceeds of Base Rate Loans hereunder without regard to the minimum and multiples specified herein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Loan Commitments and the conditions set forth in Section 4.02. (c) This Section shall supersede any provisions in Sections 2.12 2.13 or 10.01 to the contrary. (d) In the event of the initial addition of any Term Loan Commitments, the Borrower, Guarantors, Administrative Agent and the Term Loan Lenders shall enter into an amendment of this Agreement and the other Loan Documents as necessary to evidence such Term Loan Commitment or to have it be guaranteed and secured by the other Loan Documents (the "Term Loan Commitment Amendment"), and all Lenders not providing the Term Loan Commitment hereby consent to such limited scope amendment without future consent rights. Additionally, the Borrower, Guarantors and each Term Loan Lender shall execute and deliver to Administrative Agent any other documentation as the Administrative Agent shall reasonably specify to evidence, guarantee or secure such Term Loan Commitment. The Term Loan Commitment Amendment, without the consent of any other Lender, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Term Loan Lenders and the Borrower, to implement the terms of the Term Loan Commitment, including pricing, maturity, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent, the Term Loan Lenders and the Borrower in connection with the establishment of such Term Loan Commitment.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultBorrower may, upon from time to time on or prior to the Initial Closing Date, by notice to Administrative Agent, request that the aggregate amount of the Commitments be increased by a minimum amount equal to £10,000,000 or an integral multiple of £1,000,000 in excess thereof (each, a “Commitment Increase”), to be effective as of a date, which shall be on or prior to the Initial Closing Date, as specified in the related notice to Administrative Agent (such date, the “Increase Date”). Borrower may, in its sole discretion, offer any such Commitment Increase to one or more existing Lenders or one or more Eligible Assignees. (b) The notice provided by Borrower to Administrative Agent pursuant to clause (a) above shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date, (iii) the identity of each existing Lender and each Eligible Assignee to whom Borrower proposes any portion of such Commitment Increase be allocated and the amounts of such allocations (provided that any existing Lender approached to provide all or a portion of the Commitment Increase may elect or decline, in its sole discretion, to provide such portion of the Commitment Increase) and (iv) the date (which shall promptly notify be earlier than the Lenders), the Borrower may from time Increase Date) by which such existing Lenders and such Eligible Assignees must commit to time, request an increase in the Aggregate Commitments; provided, however, that (i) the maximum amount of their respective Commitments (the Aggregate Commitments after giving effect “Commitment Date”). Each existing Lender that is approached to any participate in such increase shall not exceed $500,000,000 requested Commitment Increase (if any) (each an “Increasing Lender”) and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be each Eligible Assignee that accepts an offer to participate in a minimum amount of $10,000,000 requested Commitment Increase in accordance with Section 2.15(a) (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increaseif any) (each such Eligible Assignee, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; providedan “Assuming Lender”) shall, however, that no existing Lender shall be obligated and/or required to accept an increase in its sole discretion, give written notice to Administrative Agent on or prior to the Commitment pursuant to this Section 2.14 unless Date of the amount by which it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing is willing to increase its Commitment (each, an “Increased Commitment”) or provide a new Commitment pursuant (each, a “New Commitment”), as applicable (and any failure by any such Lender or Eligible Assignee, as applicable, to this Section 2.14 shallrespond to such request for a Commitment Increase shall be deemed to be a rejection by such Lender or Eligible Assignee, in connection therewithas applicable, of such request). (c) On each Increase Date, (i) Borrower and each applicable Increasing Lender and Assuming Lender shall execute and deliver to the Administrative Agent a new commitment an agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (beach, an “Incremental Assumption Agreement”) If to evidence the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent Increased Commitment of such Increasing Lender and the Borrower New Commitment of such Assuming Lender, as applicable, (ii) each Assuming Lender shall determine the effective date (the “become a Lender party to this Agreement as of such Increase Effective Date”) Date and the final allocation Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount as of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and (iii) Schedule 2.01 hereto to this Agreement shall be deemed amended to reflect such increase and final allocationCommitment Increase. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower Administrative Agent shall deliver promptly notify each Lender as to the Administrative Agent effectiveness of each of Incremental Assumption Agreement. (d) Notwithstanding the following in form and substance satisfactory to foregoing, no Commitment Increase shall become effective under this Section 2.15 unless on the Administrative Agent: (1) a certificate of the Borrower dated as of the applicable Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increasethe Commitment Increase, no Event of Default shall have occurred and be continuing. (Ae) Notwithstanding the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) terms of Section 5.05 shall be deemed 10.01, any Incremental Assumption Agreement may, without the consent of any other Lenders, effect such amendments to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and acknowledges and reaffirms thatBorrower, after giving effect to such increase, it is bound by all terms implement the provisions of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new LenderSection 2.15, a Note in favor copy of such Lender if so requested by such which shall be made available to each Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (cf) This Section shall supersede any provisions in Sections 2.12 Section 10.01 or 10.01 Section 10.06 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time, request an increase in the Aggregate CommitmentsCommitments in an aggregate amount for all such increases not to exceed $75,000,000; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 250,000,000 and (ii) the Borrower Borrowers may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower Borrowers may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower Borrowers shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), ) and (b) and (c) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”6.01, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower each Loan Party pursuant to which the Borrower each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (3) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Committed Note, a revised Committed Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; and (34) if the increase is being provided by a new Lender, a Committed Note in favor of such Lender if so requested by such Lender. The Borrower Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice Subject to the Administrative Agent (which shall promptly notify the Lenders)terms and conditions set forth herein, the Borrower may may, from time to time, request cause an increase in the Aggregate Commitments; provided, however, that Commitments (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase, an “Incremental Increase”) by permitting one or more existing Lenders to increase their respective Commitments (each, an “Increasing Lender”) and/or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). No Lender’s Commitment shall not exceed $500,000,000 be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and (ii) the Borrower may make a maximum of three such requestsabsolute discretion). The aggregate amount No consent of any individual increase hereunder Lender (other than the Lenders participating in the Incremental Increase) shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counselfor any Incremental Increase. (b) If Any Incremental Increase shall be subject to the following conditions: (i) the Administrative Agent shall have been given written notice of such Incremental Increase; (ii) such Incremental Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $25,000,000 unless the Administrative Agent otherwise consents; (iii) after giving effect to such Incremental Increase, the Aggregate Commitments are shall not exceed the Maximum Credit Amount; (iv) no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and each Issuing Bank (not to be unreasonably withheld or delayed), (v) the Borrower shall have paid to the Administrative Agent, for payment to any Increasing Lender or Additional Lender, as applicable, any fees payable in the amounts and at the times separately agreed upon among the Borrower, the Administrative Agent and such Lender or Lenders; (vi) such Incremental Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Rate may be increased to be consistent with that for such Incremental Increase); (vii) on the proposed date of the effectiveness of such Incremental Increase, the conditions set forth in accordance paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer on the behalf of the Borrower; (viii) the Administrative Agent shall have received such documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such Incremental Increase as the Administrative Agent may reasonably request; and (ix) each Increasing Lender or Additional Lender shall execute and deliver to the Borrower and the Administrative Agent customary documentation (any such documentation, an “Incremental Agreement”) implementing such Incremental Increase. (c) Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Increasing Lenders and/or adding Commitments from Additional Lenders as provided in this SectionSection 2.19, (i) the Aggregate Commitments shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent and the Borrower Issuing Banks or any Lender, (ii) Schedule 2.01 shall determine be amended to add such Additional Lender’s Commitment or to reflect the effective date (increase in the “Increase Effective Date”) Commitment of an Increasing Lender, and the final allocation Applicable Percentages of such increase. The the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver distribute to the Administrative Agent each of the following in form and substance satisfactory to Borrower, the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for , each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Issuing Bank, the representations Swingline Lender and warranties contained each Lender the revised Schedule 2.01 which may be delivered or furnished by using Electronic Systems in (x) subsections (aaccordance with Section 9.01(b), (biv) and (c) of Section 5.05 any such Additional Lender shall be deemed to refer be a party in all respects to this Agreement and any other Loan Documents to which the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”Lenders are a party, and (Bv) no Default exists; upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (2including Swingline Loans and participations in the aggregate amount available to be drawn under any Letter of Credit) a statement of reaffirmation from each of the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to current Lenders such increase, it is bound by all terms of this Agreement and the other Loan Documents; and that each Lender (3) if the increase is being provided by a new including any Additional Lender, a Note in favor if applicable) shall hold its respective Applicable Percentage of such Lender if so requested by such Lender. The Borrower shall prepay any Committed the outstanding Loans outstanding on the Increase Effective Date (and pay participation interests in amounts available to be drawn under any additional amounts required pursuant to Section 3.05Letter of Credit) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase as reflected in the Commitments under revised Schedule 2.01 required by this SectionSection 2.19. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice Subject to the Administrative Agent (which shall promptly notify the Lenders)terms and conditions set forth herein, the Borrower may may, from time to timetime (including in connection with any redetermination of the Borrowing Base during any Borrowing Base Period), request cause an increase in the Aggregate Commitments; providedCommitments (any such increase, howeveran “Incremental Increase”) by permitting one or more existing Lenders to increase their respective Commitments (each, an “Increasing Lender”) and/or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). No Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion). No consent of any Lender (other than the Lenders participating in the Incremental Increase) shall be required for any Incremental Increase. (b) Any Incremental Increase shall be subject to the following conditions: (i) the maximum amount Administrative Agent shall have been given written notice of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and Incremental Increase; (ii) the Borrower may make if such Incremental Increase occurs during a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increaseBorrowing Base Period, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver have delivered to the Administrative Agent a new commitment agreement Secured Debt Cap Certificate certifying as to the Secured Debt Cap on the proposed date of effectiveness of such Incremental Increase; (iii) such Incremental Increase shall be in form an amount that is an integral multiple of $5,000,000 and substance satisfactory not less than $25,000,000 unless the Administrative Agent otherwise consents; (iv) after giving effect to such Incremental Increase, the Aggregate Commitments shall not exceed (A) during any Borrowing Base Period, the lesser of (1) the Secured Debt Cap at such time and (2) the Borrowing Base then in effect and (B) during any Interim Investment Grade Period, the Maximum Credit Amount; (v) no Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent and its counseleach Issuing Bank (not to be unreasonably withheld or delayed), (vi) the Borrower shall have paid to the Administrative Agent, for payment to any Increasing Lender or Additional Lender, as applicable, any fees payable in the amounts and at the times separately agreed upon among the Borrower, the Administrative Agent and such Lender or Lenders; (vii) such Incremental Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Rate may be increased to be consistent with that for such Incremental Increase); (viii) on the proposed date of the effectiveness of such Incremental Increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer on the behalf of the Borrower; (ix) the Administrative Agent shall have received such documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such Incremental Increase as the Administrative Agent may reasonably request; and (x) each Increasing Lender or Additional Lender shall execute and deliver to the Borrower and the Administrative Agent customary documentation (any such documentation, an “Incremental Agreement”) implementing such Incremental Increase. (bc) If Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Increasing Lenders and/or adding Commitments from Additional Lenders as provided in this Section 2.19, (i) the Aggregate Commitments are shall be increased automatically on the effective date set forth in accordance with this Sectionsuch Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent and the Borrower Issuing Banks or any Lender, (ii) Schedule 2.01 shall determine be amended to add such Additional Lender’s Commitment or to reflect the effective date (increase in the “Increase Effective Date”) Commitment of an Increasing Lender, and the final allocation Applicable Percentages of such increase. The the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver distribute to the Administrative Agent each of the following in form and substance satisfactory to Borrower, the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for , each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Issuing Bank, the representations Swingline Lender and warranties contained each Lender the revised Schedule 2.01 which may be delivered or furnished by using Electronic Systems in (x) subsections (aaccordance with Section 9.01(b), (biv) and (c) of Section 5.05 any such Additional Lender shall be deemed to refer be a party in all respects to this Agreement and any other Loan Documents to which the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”Lenders are a party, and (Bv) no Default exists; upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (2including Swingline Loans and participations in the aggregate amount available to be drawn under any Letter of Credit) a statement of reaffirmation from each of the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to current Lenders such increase, it is bound by all terms of this Agreement and the other Loan Documents; and that each Lender (3) if the increase is being provided by a new including any Additional Lender, a Note in favor if applicable) shall hold its respective Applicable Percentage of such Lender if so requested by such Lender. The Borrower shall prepay any Committed the outstanding Loans outstanding on the Increase Effective Date (and pay participation interests in amounts available to be drawn under any additional amounts required pursuant to Section 3.05Letter of Credit) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase as reflected in the Commitments under revised Schedule 2.01 required by this SectionSection 2.19. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders or LC Issuers, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an increase in the Aggregate their respective Commitments; provided, however, that that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 7,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.07) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase and final allocation. in the Aggregate Commitments under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent that any such representation or warranty is qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier datedate (except to the extent that any such representation or warranty is qualified by materiality, and except that for purposes of this Section 2.14, the in which case such representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) true and (bcorrect in all respects), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from counsel to the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatBorrower, after giving effect relating to such increaseincrease agreement, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) addressed to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionAdministrative Agent and each Lender. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a1) Provided there exists Borrower may, at any time (but no Defaultmore than twice prior to the date that is thirty (30) days prior to the Final Draw Date), upon by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to timeAgent, request an increase in the Aggregate Commitmentsaggregate amount of the Commitments by not less than $5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is on or prior to the Final Draw Date (the “Increase Date”) as specified in the related notice to Administrative Agent; provided, however, that (ia) in no event shall the maximum aggregate amount of the Aggregate Commitments after giving effect to at any such increase shall not time exceed $500,000,000 1,500,000,000, (b) in no event shall the aggregate Commitment Increases exceed $200,000,000, (c) on the date of any request by Borrower for a Commitment Increase no Event of Default shall have occurred and be continuing, and (d) on the applicable Increase Date, (i) no Event of Default shall have occurred and be continuing and no Potential Default (other than a non-monetary default that would not cause a Material Adverse Effect) shall exist, (ii) the conditions set forth in Section 2.1(1)(b)(v)(G) and (H) shall be satisfied and (iii) Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by Administrative Agent in connection with such Commitment Increase, including the reasonable attorney’s fees of Administrative Agent incurred in connection with such Commitment Increase. (2) Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing extend offers to Lenders and also invite additional and/or one or more other Persons that are Eligible Assignees to become Lendersparticipate in any portion of the Commitment Increase by notice which shall include (a) the proposed amount of such requested Commitment Increase, (b) the proposed Increase Date and (c) the date by which such Lenders or other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”); provided, however, that no existing Lender the Commitment of each such Eligible Assignee shall be obligated and/or required to accept in an increase amount of $5,000,000 or an integral multiple of $1,000,000 in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writingexcess thereof. Any Each Lender (each, an “Increasing Lender”) or other Eligible Assignee agreeing that is willing to increase its participate in such requested Commitment or provide a new Commitment pursuant to this Section 2.14 Increase shall, in connection therewithits sole discretion, deliver give written notice to Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to make a Commitment with respect to the Commitment Increase (the “Proposed Increased Commitment”). If such Lenders and other Eligible Assignees notify Administrative Agent that they are willing to make Commitments with respect to the Commitment Increase in an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender and other Eligible Assignee willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each such Person’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (3) On each Increase Date, each Person described in Section 2.12(2) that is not then a new commitment Lender and accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.12(2) (each, an “Acceding Lender”) shall become a Lender party to this Agreement as of such Increase Date and, for each Increasing Lender, the Commitment of such Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.12(2)) as of such Increase Date; provided, however, that Administrative Agent shall have received at or before 12:00 Noon (Chicago time) on such Increase Date the following, each dated such date: (a) an accession agreement from each Acceding Lender, if any, in form and substance satisfactory to the Borrower and Arrangers (each, an “Accession Agreement”), duly executed by such Acceding Lender, Administrative Agent and its counsel.Borrower; (b) If confirmation from each Increasing Lender of the Aggregate Commitments are increased increase in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation amount of such increase. The Administrative Agent shall promptly notify the its Commitment in a writing satisfactory to Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated , together with an amended Schedule 1 hereto as of the Increase Effective Date (in sufficient copies may be necessary for each Lender) signed such Schedule 1 to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower Borrower; and (ic) certifying and attaching the resolutions adopted by the Borrower approving such certificates or consenting other information as may be required pursuant to such increaseSection 2.1(1)(b). On each Increase Date, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.12(3), Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and Borrower, at or before 1:00 P.M. (Chicago time), of the occurrence of the Commitment Increase Effective to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Acceding Lender and each Increasing Lender on such date. (4) On the Increase Date, except to the extent that the Loans then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such representations Lender’s pro rata share (calculated immediately following the effectiveness of the Commitment Increase) of all Loans then outstanding and warranties specifically refer owed to an earlier dateall Lenders (each such Lender, in which case they are true and correct as of such earlier dateincluding any Acceding Lender, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (aa “Purchasing Lender”), (b) then such Purchasing Lender, without executing an Assignment and (c) of Section 5.05 Acceptance, shall be deemed to refer have purchased an assignment of a pro rata portion of the Loans then outstanding and owed to each Lender that is not a Purchasing Lender (each, a “Selling Lender”) in an amount sufficient such that following the most recent statements furnished pursuant effectiveness of all such assignments the Loans outstanding and owed to subsections each Lender shall equal such Lender’s pro rata share (acalculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Loans then outstanding and owed to all Lenders. Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to Administrative Agent, in same day funds, at the office of Administrative Agent not later than 12:00 P.M. (bChicago time) on the Increase Date. Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Lending Installation. If in connection with the transactions described in this Section 2.12 any Lender shall incur any Breakage Costs, then Borrower shall, upon demand by such Lender (with a copy of such demand to Administrative Agent), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed pay to refer to “through Administrative Agent for the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor account of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectioncompensate such Lender for such losses, costs or expenses reasonably incurred. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice to without the Administrative Agent (which shall promptly notify consent of the Lenders), the Borrower may from time to time, request an increase time to cause one or more increases in the Aggregate Commitments by adding to this Agreement one or more financial institutions as Lenders (collectively, the "New Lenders") or by allowing one or more Lenders to increase their respective Commitments, in each case subject to the prior approval of the Administrative Agent, each LC Issuer and the Swingline Lender (such approvals not to be unreasonably withheld or delayed); provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 2,250,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Aggregate Commitments are increased in accordance with this SectionLoan Parties, the Administrative Agent Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the Borrower shall determine the effective date (the “Increase Effective Date”) amount and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase in the Aggregate Commitments and the effective date of such increase (the "Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocationDate"). As Each financial institution that becomes a condition precedent to such increase, in addition to any deliveries New Lender pursuant to subsection (a) above, this Section by the Borrower shall deliver execution and delivery to the Administrative Agent each of the following in form and substance satisfactory to applicable commitment increase agreement shall be a "Lender" for all purposes under this Agreement on the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall borrow and prepay any Committed Loans outstanding on the each Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans of each Lender ratable with any such Lender’s revised Applicable Percentages arising from Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (cb) This As a condition precedent to each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: (i) a certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to such increase set forth in this Section shall supersede any provisions have occurred and been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Sections 2.12 or 10.01 this Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not apply to the contraryextent that any such representation or warranty is qualified by materiality) on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (B) no Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Loan Parties as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (iii) a favorable opinion of counsel to the Loan Parties, relating to such increase agreement, addressed to the Administrative Agent and each Lender.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an increase in the Aggregate their respective Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 600,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.06) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase and final allocation. in the Aggregate Commitments under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement and any Guarantors’ Consent to such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from independent legal counsel reasonably acceptable to the Borrower pursuant Administrative Agent, in form and substance reasonably satisfactory to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatAdministrative Agent, after giving effect relating to such increaseincrease agreement and any Guarantors’ Consent to such increase agreement, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) addressed to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionAdministrative Agent and each Lender. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the right up to six months prior to the Termination Date, upon with the consent of the Issuing Banks and the Swing Line Bank (such consent not to be unreasonably withheld or delayed), by notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrower may to effectuate from time to time, request time an increase in the Aggregate Commitmentsaggregate Revolving Credit Commitments under this Agreement by adding to this Agreement one or more commercial banks or financial institutions (who shall, upon completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Revolving Credit Commitments effectuated pursuant to this Section 2.14; provided, however, provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase no added Revolving Credit Commitment shall not exceed be less than $500,000,000 and 10,000,000, (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment or added Revolving Credit Commitments pursuant to this Section 2.14 unless it specifically consents to such increase shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Revolving Credit Commitments exceeding $1,150,000,000, and (iii) no Lender’s Revolving Credit Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.14 shall, in connection therewith, deliver to without the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation consent of such increaseLender. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent on or before the effective date of any increase in the Revolving Credit Commitments of each of the following items with respect to each Added Lender and Increasing Lender: (i) a written notice of the Borrower’s intention to increase the aggregate Revolving Credit Commitments pursuant to this Section 2.14, which shall specify each Added Lender and the amount of such Added Lender’s Revolving Credit Commitment (if any), each Increasing Lender and the amount of the increase in form such Increasing Lender’s Revolving Credit Commitment (if any), and substance satisfactory to such other information as is reasonably requested by the Administrative Agent: ; (1ii) documents in the form of Exhibit E or Exhibit F, as applicable, executed and delivered by each Added Lender and each Increasing Lender, pursuant to which such Lender becomes a certificate party hereto or increases its Revolving Credit Commitment, as the case may be; and (iii) if requested by the applicable Lender, Notes or replacement Notes, as the case may be, executed and delivered by the Borrower. (b) Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent shall promptly notify each Lender thereof. Upon execution and delivery of such documents (the “Increased Commitment Date”), such new Lender shall constitute a “Lender” hereunder with a Revolving Credit Commitment as specified therein, or such Increasing Lender’s Revolving Credit Commitment shall increase as specified therein, as the case may be. Immediately upon the effectiveness of the Borrower dated as addition of such Added Lender or the Increase Effective Date (increase in sufficient copies for each Lender) signed by a Responsible Officer the Revolving Credit Commitment of the Borrower such Increasing Lender under this Section 2.14, (i) certifying and attaching the resolutions adopted by respective Ratable Shares of the Borrower approving or consenting Lenders shall be deemed modified as appropriate to correspond to such increasechanged aggregate Revolving Credit Commitments, and (ii) certifying thatif there are at such time outstanding any Advances, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and each Lender whose Ratable Share has been decreased as a result of the Increase Effective Date, except to increase in the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 aggregate Revolving Credit Commitments shall be deemed to refer have assigned, without recourse, to the most recent statements furnished pursuant each Added Lender and Increasing Lender such portion of such Lender’s Revolving Credit Advances as shall be necessary to subsections effectuate such adjustment in Ratable Shares. Each Increasing Lender and Added Lender (aA) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, have assumed such portion of such Revolving Credit Advances and (B) no Default exists; (2) a statement shall fund to each other Lender on the Increased Commitment Date the amount of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect Revolving Credit Advances assigned by it to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an increase in the Aggregate their respective Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 1,500,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.07) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase and final allocation. in the Aggregate Commitments under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent that any such representation or warranty is qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier datedate (except to the extent that any such representation or warranty is qualified by materiality, and except that for purposes of this Section 2.14, the in which case such representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) true and (bcorrect in all respects), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from counsel to the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatBorrower, after giving effect relating to such increaseincrease agreement, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) addressed to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionAdministrative Agent and each Lender. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultDefault (and no Default would result therefrom), upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time, request an increase in the Aggregate CommitmentsCommitments in an aggregate amount for all such increases not to exceed $420,000,000; provided, however, that the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10; and provided further that any Term Loan (i) shall rank pari passu in right of payment with the maximum amount Revolving Loans and shall have the same benefits of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 additional guaranties or collateral and (ii) shall be treated substantially the Borrower may make same as (and in any event no more favorably than) the Revolving Loans. The Borrowers may, in their sole discretion, but with the approval of the Lenders providing such increase, designate portions of the increase in the Aggregate Commitments to be either Revolving Loan Commitments or Term Loan Commitments. If all or a maximum portion of three such requestsincrease consists of Term Loan Commitments, the applicable Term Loan Lenders shall approve the pricing, funding and other terms of such Term Loan Commitment, except that any Term Loan Maturity Date shall not be a date that is prior to the Maturity Date. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower Borrowers may solicit increased commitments from existing Lenders and also and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 2.15 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 2.15 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the option, upon notice without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (which shall promptly notify the Lenderssuch approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the Borrower may from time “New Lenders”) or by allowing one or more Lenders to time, request an increase in the Aggregate their respective Commitments; provided, however, that provided however that: (i) the maximum amount of the Aggregate Commitments prior to and after giving effect to any the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall not cause the Aggregate Commitments to exceed $500,000,000 1,500,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s consent, and (iiiv) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in evidenced by a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an commitment increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. (b) If executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation Administrative Agent of such increasethe applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Administrative Agent Borrower shall promptly notify the Borrower borrow and the Lenders of the final allocation of such increase and the prepay Loans on each Increase Effective Date (and Schedule 2.01 hereto shall be deemed amended pay any additional amounts required pursuant to reflect Section 3.06) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase and final allocation. in the Aggregate Commitments under this Section. (b) As a condition precedent to such increase, in addition to any deliveries each increase pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of Agent, to the extent requested by the Administrative Agent, the following in form and substance satisfactory to the Administrative Agent: : (1i) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of the Borrower (i) certifying and attaching that each of the resolutions adopted by the Borrower approving or consenting conditions to such increase, increase set forth in this Section shall have occurred and (ii) certifying been complied with and that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement and any Guarantors’ consent to such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization; and (2iii) a statement favorable opinion of reaffirmation from Winston & Xxxxxx LLP, counsel to the Borrower pursuant Restricted Persons, and a favorable opinion of Xxxxxx & Xxxxxx L.L.P., local counsel to which the Borrower ratifies this Agreement and Restricted Persons for the other Loan Documents and acknowledges and reaffirms thatState of Texas, after giving effect relating to such increaseincrease agreement and any Guarantors’ consent to such increase agreement, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) each addressed to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionAdministrative Agent and each Lender. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the The Borrower may from time to time, request an increase upon delivery to the Administrative Agent of a notice substantially in the form of Exhibit G, request that the Aggregate CommitmentsCommitments be increased by (a) increasing the Commitment of any Lender that has agreed to such increase and/or (b) adding an Eligible Assignee as a party hereto with a Commitment in an amount agreed to by such Person; provided, however, provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such request for an increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 25,000,000 and (and in integral multiples of $5,000,000 in excess thereof). To achieve ii) the full aggregate amount of a requested increase, all increases in the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment Aggregate Commitments pursuant to this Section 2.14 unless it specifically consents to such shall not exceed $250,000,000 without the written consent of all Lenders. Any increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment the Aggregate Commitments pursuant to this Section 2.14 shall, in connection therewith, deliver to shall be effective three Business Days (or such other period of time as the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this SectionBorrower, the Administrative Agent and the Borrower increasing or new Lender shall determine agree) after the effective date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit G (in the “case of an increase in the Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit G (in the case of the addition of a new Lender) (such date, the "Increase Effective Date”) and the final allocation of such increase"). The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the final allocation Aggregate Commitments pursuant to this Section 2.14 and of such increase the amount of the Commitment and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent Pro Rata Share of each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and Lender after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lenderthereto. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. ; provided, that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower and each new or increasing Lender, as applicable, may make arrangements satisfactory to such parties to cause a new or increasing Lender to temporarily hold risk participations in the outstanding Loans of the other Lenders (crather than fund its Pro Rata Share of all outstanding Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. To the extent that any increase pursuant to this Section is not expressly authorized pursuant to resolutions or consents delivered on the Closing Date pursuant to Section 4.01(a)(iii), it shall also be a condition precedent to such increase that the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the applicable Increase Effective Date signed by a Responsible Officer certifying and attaching the resolutions or consents that have been adopted to approve or consent to such increase. This Section shall supersede any provisions in Sections 2.12 2.13 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultThe Borrower shall have the right up to six months prior to the Termination Date, upon with the consent of the Issuing Banks and the Swing Line Bank (such consent not to be unreasonably withheld or delayed), by notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrower may to effectuate from time to time, request time an increase in the Aggregate Commitmentsaggregate Revolving Credit Commitments under this Agreement by adding to this Agreement one or more commercial banks or financial institutions (who shall, upon completion of the requirements of this Section 2.14 constitute “Lenders” hereunder) (an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitments hereunder (each an “Increasing Lender”), so that such added and increased Revolving Credit Commitments shall equal the increase in the Revolving Credit Commitments NYDOCS02/934719.8 27 effectuated pursuant to this Section 2.14; provided, however, provided that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase no added Revolving Credit Commitment shall not exceed be less than $500,000,000 and 10,000,000, (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment or added Revolving Credit Commitments pursuant to this Section 2.14 unless it specifically consents to such increase shall result in writing. Any Lender or Eligible Assignee agreeing to increase its aggregate Revolving Credit Commitments exceeding $1,175,000,000, and (iii) no Lender’s Revolving Credit Commitment or provide a new Commitment pursuant to shall be increased under this Section 2.14 shall, in connection therewith, deliver to without the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation consent of such increaseLender. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent on or before the effective date of any increase in the Revolving Credit Commitments of each of the following items with respect to each Added Lender and Increasing Lender: (i) a written notice of the Borrower’s intention to increase the aggregate Revolving Credit Commitments pursuant to this Section 2.14, which shall specify each Added Lender and the amount of such Added Lender’s Revolving Credit Commitment (if any), each Increasing Lender and the amount of the increase in form such Increasing Lender’s Revolving Credit Commitment (if any), and substance satisfactory to such other information as is reasonably requested by the Administrative Agent: ; (1ii) documents in the form of Exhibit F or Exhibit G, as applicable, executed and delivered by each Added Lender and each Increasing Lender, pursuant to which such Lender becomes a certificate party hereto or increases its Revolving Credit Commitment, as the case may be; and (iii) if requested by the applicable Lender, Notes or replacement Notes, as the case may be, executed and delivered by the Borrower. (b) Upon receipt of any notice referred to in clause (a)(i) above, the Administrative Agent shall promptly notify each Lender thereof. Upon execution and delivery of such documents (the “Increased Commitment Date”), such new Lender shall constitute a “Lender” hereunder with a Revolving Credit Commitment as specified therein, or such Increasing Lender’s Revolving Credit Commitment shall increase as specified therein, as the case may be. Immediately upon the effectiveness of the Borrower dated as addition of such Added Lender or the Increase Effective Date (increase in sufficient copies for each Lender) signed by a Responsible Officer the Revolving Credit Commitment of the Borrower such Increasing Lender under this Section 2.14, (i) certifying and attaching the resolutions adopted by respective Ratable Shares of the Borrower approving or consenting Lenders shall be deemed modified as appropriate to correspond to such increasechanged aggregate Revolving Credit Commitments, and (ii) certifying thatif there are at such time outstanding any Advances, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and each Lender whose Ratable Share has been decreased as a result of the Increase Effective Date, except to increase in the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 aggregate Revolving Credit Commitments shall be deemed to refer have assigned, without recourse, to the most recent statements furnished pursuant each Added Lender and Increasing Lender such portion of such Lender’s Revolving Credit Advances as shall be necessary to subsections effectuate such adjustment in Ratable Shares. Each Increasing Lender and Added Lender (aA) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, have assumed such portion of such Revolving Credit Advances and (B) no Default exists; (2) a statement shall fund to each other Lender on the Increased Commitment Date the amount of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect Revolving Credit Advances assigned by it to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists So long as (i) no DefaultDefault has occurred and is continuing, upon and (ii) the Borrower has not terminated or reduced in part any unused portion of the Aggregate Revolving Credit Commitments at any time pursuant to Section 2.03, the Borrower may by notice to the Administrative Agent, request a one-time increase in the amount of the Aggregate Revolving Credit Commitments or the Aggregate Term B Commitments within the limitations hereafter described, which notices shall set forth the amount of such increase. In accordance with Section 2.04(d), the amount of the Aggregate Revolving Credit Commitments or the Aggregate Term B Commitments may be so increased either by having one or more New Lenders that have been approved by the Borrower become Lenders and/or by having any one or more of the then existing Lenders (at their respective election in their sole discretion) increase the amount of their Commitments ("Increasing Lenders"), provided that (i) the Revolving Credit Commitment or Term B Commitment of any New Lender shall not be less than $5,000,000 and the sum of the Commitments of the New Lenders and the increases in the Commitments of the Increasing Lenders shall be in an aggregate amount of not less than $5,000,000 (and, if in excess thereof, in integral multiples of $1,000,000); (ii) the aggregate amount of all the increases in the Aggregate Commitments pursuant to this Section 2.04 shall not exceed $25,000,000 (provided however, the Administrative Agent shall have consented in its sole discretion to the utilization of the last $5,000,000 of the amount described in this clause (ii)); (iii) the Borrower, each New Lender and/or each Increasing Lender shall have executed and delivered to the Administrative Agent a commitment and acceptance (the "Commitment and Acceptance") substantially in the form of Exhibit D hereto, and the Administrative Agent shall have accepted and executed the same, (iv) if requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 6.01(f), modified to apply to the increase in the Commitments and Commitment and Acceptance executed and delivered in connection therewith); (v) the Guarantors shall have consented in writing to the new Commitments or increases in Commitments (as applicable) and shall have agreed that their Guaranty Agreement continues in full force and effect, and (vi) the Borrower, each New Lender and/or each Increasing Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such new Commitment or increase in the Commitment (as applicable). The form and substance of the documents required under clauses (iii) through (vi) above shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of the admission of any New Lender or the increase in the Commitment of any Increasing Lender hereunder and shall furnish to each of the Lenders copies of the documents required under clause (iii), (iv), (v) and (vi) above. (b) Upon the effective date of any increase in the Aggregate Commitments pursuant to the provisions hereof (such date hereinafter referred to as the "Increase Date"), which Increase Date shall promptly notify be mutually agreed upon by the Borrower, each New Lender, each Increasing Lender and the Administrative Agent, each New Lender and/or Increasing Lender shall make a payment to the Administrative Agent in an amount sufficient, upon the application of such payments by all New Lenders and Increasing Lenders to the reduction of the outstanding Loans held by the Lenders (including the Increasing Lenders) to cause the principal amount outstanding under the Loans made by each Lender to be equal to each Lender's Percentage Share of the Aggregate Commitments as so increased as described herein. The Borrower hereby irrevocably authorizes each New Lender and/or each Increasing Lender to fund to the Administrative Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Loans held by the other Lenders, and each such payment shall constitute a Loan hereunder. If, as a result of the repayment of the Loans provided for in this Section 2.04(b), any payment of a LIBOR Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower will pay to the Administrative Agent for the benefit of any of the Lenders (including any Increasing Lender to the extent of LIBOR Loans held by such Increasing Lender prior to such Increase Date) holding a LIBOR Loan any loss or cost incurred by such Lender resulting therefrom in accordance with Section 5.04. Upon the Increase Date, all Loans outstanding hereunder (including any Loans made by the New Lenders and/or Increasing Lenders on the Increase Date) shall be Base Rate Loans, subject to the Borrower's right to convert the same to LIBOR Loans on or after such date in accordance with the provisions of Section 2.02. (c) Upon the Increase Date and the making of the Revolving Credit Loans by the New Lenders and/or Increasing Lenders in accordance with the provisions of Section 2.04(b), each New Lender and/or each Increasing Lender shall also be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, from the Lenders with Revolving Credit Commitments immediately prior to the Increase Date, an undivided interest and participation in any Letter of Credit and Swing Line Loan, as applicable, then outstanding, ratably, such that each Lender (including each New Lender) with Revolving Credit Commitments holds a participation interest in each such Letter of Credit and Swing Line Loan, as applicable, in proportion to such Lender's Percentage Share. (d) Upon the notice by the Borrower to the Administrative Agent pursuant to Section 2.04(a) hereof, each of the then existing Lenders shall have the right (at such Lender's election) to increase its Commitment by an amount equal to such Lender's Percentage Share of the proposed increase in the Aggregate Commitments. If less than all of the proposed increase in Aggregate Commitments is elected by the existing Lenders, then any of the then existing Lenders shall have the right to increase its Commitment in an amount greater than such Lender's Percentage Share of the proposed increase in the Aggregate Commitments with the Administrative Agent's approval. If the entire amount of the proposed increase in Aggregate Commitments is still not obtained, the Borrower may from time with the Administrative Agent's cooperation add New Lenders, such New Lenders to be reasonably acceptable to the Administrative Agent, with new Commitments which when added to the increase in Commitments of the Increasing Lenders, shall equal the requested increase in the Aggregate Commitments. In the event the sum of each New Lender's Commitment and the increase in each Increasing Lender's Commitment is less than the requested increase in the Aggregate Commitments, the Borrower may elect to accept the increase in the Aggregate Commitments to be equal to such lesser amount. Notwithstanding anything to the contrary, Administrative Agent shall not be liable for any failure to obtain Increasing Lenders or New Lenders hereunder or any failure to increase the Aggregate Commitments by the amount so requested by the Borrower pursuant to Section 2.04(a). (e) Nothing contained herein shall constitute, or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time, . No Lender (except only for itself) shall have the right to decline Borrower's request pursuant to Section 2.04(a) for an increase in the Aggregate Commitments; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and (ii) the Borrower may make a maximum of three such requests. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no Default, upon notice Subject to the Administrative Agent (which shall promptly notify the Lenders)terms and conditions set forth herein, the Borrower may may, from time to timetime (including in connection with any redetermination of the Borrowing Base during any Borrowing Base Period), request cause an increase in the Aggregate Commitments; provided, however, that Commitments (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase, an “Incremental Increase”) by permitting one or more existing Lenders to increase their respective Commitments (each, an “Increasing Lender”) and/or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). No Lender’s Commitment shall not exceed $500,000,000 be increased without such Xxxxxx’s prior written consent (which consent may be given or withheld in such Xxxxxx’s sole and (ii) the Borrower may make a maximum of three such requestsabsolute discretion). The aggregate amount consent (not to be unreasonably withheld or delayed) of any individual increase hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples of $5,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower may solicit increased commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement (in form the case of an Additional Lender, but not an Increasing Lender), the Swingline Lender and substance satisfactory to each Issuing Bank shall be required for any Incremental Increase. Except as set forth in the Administrative Agent and its counselpreceding sentence, no consent of any Lender (other than the Lenders participating in the Incremental Increase) shall be required for any Incremental Increase. No Additional Lender or Increasing Lender may be an Ineligible Institution or an Industry Competitor. (b) If Any Incremental Increase shall be subject to the following conditions: (i) the Administrative Agent shall have been given written notice of such Incremental Increase; (ii) such Incremental Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $25,000,000 unless the Administrative Agent otherwise consents; (iii) after giving effect to such Incremental Increase, the Aggregate Commitments shall not exceed (A) during any Borrowing Base Period, the Borrowing Base then in effect and (B) during any Interim Investment Grade Period, the Maximum Credit Amount; (iv) to the extent that there are any Term Benchmark Borrowings or RFR Borrowings outstanding, the effective date of such Incremental Increase shall be, at the option of the Borrower, either (A) the last day of the Interest Period in respect of such Term Benchmark Borrowings or the Interest Payment Date in respect of such RFR Borrowings, as applicable or (B) such earlier date selected by the Borrower, provided that the Borrower shall pay compensation to the extent and as required by Section 2.14; (v) the Borrower shall have paid to the Administrative Agent, for payment to any Increasing Lender or Additional Lender, as applicable, any fees payable in the amounts and at the times separately agreed upon among the Borrower, the Administrative Agent and such Lender or Lenders; (vi) such Incremental Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Rate may be increased to be consistent with that for such Incremental Increase); (vii) on the proposed date of the effectiveness of such Incremental Increase, the conditions set forth in accordance paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer on the behalf of the Borrower; (viii) the Administrative Agent shall have received such documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such Incremental Increase as the Administrative Agent may reasonably request; and (ix) each Increasing Lender or Additional Lender shall execute and deliver to the Borrower and the Administrative Agent customary documentation (any such documentation, an “Incremental Agreement”) implementing such Incremental Increase. (c) Upon receipt by the Administrative Agent of one or more executed Incremental Agreements increasing the Commitments of Increasing Lenders and/or adding Commitments from Additional Lenders as provided in this SectionSection 2.19, (i) the Aggregate Commitments shall be increased automatically on the effective date set forth in such Incremental Agreements by the aggregate amount indicated in such Incremental Agreements without further action by the Borrower, the Administrative Agent and the Borrower Issuing Banks or any Lender, (ii) Schedule 2.01 shall determine be amended to add such Additional Lender’s Commitment or to reflect the effective date (increase in the “Increase Effective Date”) Commitment of an Increasing Lender, and the final allocation Applicable Percentages of such increase. The the Lenders shall be adjusted accordingly to reflect the Incremental Increase of each Additional Lender and/or each Increasing Lender, (iii) the Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver distribute to the Administrative Agent each of the following in form and substance satisfactory to Borrower, the Administrative Agent: (1) a certificate of , each Issuing Bank, the Borrower dated as of Swingline Lender and each Lender the Increase Effective Date (in sufficient copies for each Lender) signed revised Schedule 2.01 which may be delivered or furnished by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increaseApproved Electronic Platform, (Aiv) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that any such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), (b) and (c) of Section 5.05 Additional Lender shall be deemed to refer be a party in all respects to this Agreement and any other Loan Documents to which the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”Lenders are a party, and (Bv) no Default exists; upon the effective date set forth in such Incremental Agreement, any such Lender party to the Incremental Agreement shall purchase a pro rata portion of the outstanding Loans (2including Swingline Loans and participations in the aggregate amount available to be drawn under any Letter of Credit) a statement of reaffirmation from each of the Borrower pursuant to which the Borrower ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to current Lenders such increase, it is bound by all terms of this Agreement and the other Loan Documents; and that each Lender (3) if the increase is being provided by a new including any Additional Lender, a Note in favor if applicable) shall hold its respective Applicable Percentage of such Lender if so requested by such Lender. The Borrower shall prepay any Committed the outstanding Loans outstanding on the Increase Effective Date (and pay participation interests in amounts available to be drawn under any additional amounts required pursuant to Section 3.05Letter of Credit) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase as reflected in the Commitments under revised Schedule 2.01 required by this SectionSection 2.19. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.

Increase in Aggregate Commitments. (a) Provided there exists no DefaultDefault (and no Default would result therefrom), upon notice from the Administrative Borrower to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time, request an increase in the Aggregate CommitmentsCommitments in an aggregate amount for all such increases not to exceed $100,000,000; provided, however, that (i) the maximum amount of the Aggregate Commitments after giving effect to any such increase shall not exceed $500,000,000 and 350,000,000, (ii) the Borrower Borrowers may make a maximum of three (3) such requestsrequests and (iii) the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the increase in the Aggregate Commitments, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $10,000,000 5,000,000 (and in integral multiples of $5,000,000 1,000,000 in excess thereof). To achieve the full amount of a requested increase, the Borrower Borrowers may solicit increased commitments from existing Lenders and also and/or invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be obligated and/or required to accept an increase in its Commitment pursuant to this Section 2.14 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its Commitment or provide a new Commitment pursuant to this Section 2.14 shall, in connection therewith, deliver to the Administrative Agent a new commitment agreement in form and substance satisfactory to the Administrative Agent and its counsel. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Administrative Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.01 hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, in addition to any deliveries pursuant to subsection (a) above, the Borrower Borrowers shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (1) a certificate of the Borrower each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in (x) subsections (a), ) and (b) and (c) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (y) subsection (c) of Section 5.05 shall be deemed to refer to “through the Increase Effective Date” rather than “through the Closing Date”6.01, and (B) no Default exists; (2) a statement of reaffirmation from the Borrower each Loan Party pursuant to which the Borrower each such Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; and (3) if the increase is being provided by an existing Lender, and such Lender is then in possession of a Committed Note, a revised Committed Note in favor of such Lender reflecting such Lender’s Commitment after giving effect to such increase; (4) if the increase is being provided by a new Lender, a Committed Note in favor of such Lender if so requested by such Lender; and (5) payment of any applicable fee related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Borrower Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.