Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The At any time following the Closing Date, the Borrower may, may by written notice to the Administrative Agent elect to request the establishment of: (i) one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loans (any such additional term loans, an “Incremental Term Loan”); or (ii) one or more increases in substantially the form of Exhibit JRevolving Commitments (any such increase, request that an “Incremental Revolving Commitment” and, together with the total Commitments be increased by Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make additional revolving credit loans under this Agreement (any such increase, an aggregate amount not to exceed $1,500,000,000“Incremental Revolving Credit Increase” and, together with the Incremental Term Loans, the “Incremental Loans ”); provided that (1) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed $250,000,000 and (2) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower may not make more than 3 such requests. Such notice proposes that any Incremental Loan Commitment shall set forth the amount of the requested increase (be effective, which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountdate not less than ten (10) and Business Days after the date on which such increase notice is requested delivered to become effective (which shall be not less than 10 days nor more than 60 days after the date Administrative Agent. The Borrower may invite any Lender, any Affiliate of such notice and whichany Lender and/or any Approved Fund, in and/or any event, must be on or prior other Person reasonably satisfactory to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit Kprovide an Incremental Loan Commitment (any such Person, which notice will offer each such Bank the opportunity an “Incremental Lender”). Any proposed Incremental Lender offered or approached to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by provide all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) any Incremental Loan Commitment may elect or decline to increase decline, in its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Banksole discretion, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or provide such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunderIncremental Loan Commitment. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments Incremental Loan Commitment shall become effective under this Section 2.8 unless (i) on the date as of such increase, Increased Amount Date; provided that: (A) no Default or Event of Default shall have occurred exist on such Increased Amount Date before or after giving effect to (1) any Incremental Loan Commitment and be continuing or will result from (2) the increase in Commitments as set forth herein and making of any Incremental Loans pursuant thereto; (B) the Administrative Agent and the Lenders shall have received from the Borrower a Pro Forma Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Section 7.10 based on the financial statements most recently delivered pursuant to Section 7.1(a) or 7.1(b), as applicable, both before and after giving effect (on a pro forma basis) to (x) any Incremental Loan Commitment, (y) the making of any Incremental Loans pursuant thereto (with any Incremental Loan Commitment being deemed to be fully funded) and (z) any Permitted Acquisition consummated in connection therewith; (C) each of the representations and warranties made by the Borrower contained in Section 8 6 shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects, on and as of the date of the increase in Commitments such Increased Amount Date with the same force and effect as if made on and as of such date (unless stated to relate solely to except for any such representation and warranty that by its terms is made only as of an earlier date, in which case such representations representation and warranties warranty shall be remain true and correct in all respects as of such earlier date), ; (iiD) the proceeds of any Incremental Loans shall be used for general corporate purposes of the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ its Subsidiaries (including Permitted Acquisitions); (E) each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (F) in the case of each Incremental Term Loan (the terms of which shall be set forth in a Lender joinder agreement), such Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Index Debt Administrative Agent, the Incremental Lenders making such Incremental Term Loan and the Borrower, but will not in any event have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any prior Incremental Term Loan or a maturity date earlier than the latest Termination Date then in effect for any prior Incremental Term Loan or any Revolving Loan and except as provided above, all other terms and conditions applicable to any Incremental Term Loan shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative AgentAgent and the Borrower; (G) that in the case of each Incremental Revolving Credit Increase (A) each the terms of the conditions which shall be set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.Lender joinder agreement):

Increase in Commitments. (a) The Borrower may, may by written notice to the Administrative Agent in substantially elect to request (x) prior to the form Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of Exhibit Jone or more new term loan commitments (each, request that the total Commitments be increased an “Incremental Term Commitment”), by an aggregate amount not to exceed $1,500,000,000in excess of the Incremental Cap; provided that the Borrower may not make more than 3 (i) any such requests. Such notice shall set forth the amount of the requested request for an increase (which shall be in a minimum amount of $500,000,000 10,000,000, and in minimum increments (ii) the Borrower may make a maximum of $10,000,000 above five (5) such requests. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that amountthe Incremental Facility shall be effective, which shall be a date not less than ten (10) and Business Days after the date on which such increase notice is requested delivered to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly and (ii) the identity of each Eligible Assignee to each Bank substantially in whom the form Borrower proposes any portion of Exhibit K, which notice will offer each such Bank Incremental Facility be allocated and the opportunity to increase its Commitment by its applicable Pro Rata Share amounts of the proposed increased amountsuch allocations. Each such Bank shall, by notice to the Borrower and Lender shall notify the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such time period (i) whether or not it agrees to provide an Incremental Term Commitment, and (ii) whether or not it agrees to provide an Incremental Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Revolving Percentage of 10 days such requested increase, as applicable. Any Lender not responding within such time period shall be deemed to have declined to increase its provide an Incremental Term Commitment or an Incremental Revolving Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentapplicable.

Increase in Commitments. (a) The Borrower mayParent shall have the right, at any time and from time to time after the Effective Date by written notice to and in consultation with the Administrative Agent Agent, to request an increase in substantially the form of Exhibit Jaggregate Commitments (each such requested increase, request a “Commitment Increase”), by having one or more existing Banks increase their respective Commitments then in effect (each, an “Increasing Bank”), by adding as a Bank with a new Commitment hereunder one or more Persons that the total Commitments be increased by are not already Banks (each, an aggregate amount not to exceed $1,500,000,000“Additional Bank”), or a combination thereof; provided that the Borrower may not make more than 3 (i) any such requests. Such notice shall set forth the amount of the requested increase (which request for a Commitment Increase shall be in a minimum amount of $500,000,000 and in minimum increments 25,000,000 or, unless the Administrative Agent otherwise consents, a higher integral 48 multiple of $10,000,000 above that amount5,000,000, (ii) immediately after giving effect to any Commitment Increase, the aggregate of all Commitment Increases effected after the Effective Date shall not exceed $500,000,000, and the date on which such increase is requested to become effective (which iii) no existing Bank shall be not less than 10 days nor more than 60 days after obligated to increase its Commitment as a result of any request for a Commitment Increase by the date Parent unless it agrees in its sole discretion to do so. (b) Each Additional Bank must qualify as an Eligible Assignee (the approval of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request which by the Administrative Agent, the Administrative Agent shall give notice promptly to each Fronting Bank substantially in the form that has Issued an outstanding Letter of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower Credit and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Swingline Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld withheld, conditioned or delayed), ) and the Borrower Parent and each Augmenting Bank that is not an existing Additional Bank shall execute a joinder substantially in the form of Exhibit M or agreement together with all such other documentation as the Administrative Agent shall may reasonably specify require, all in form and substance reasonably satisfactory to the Administrative Agent, to evidence the Commitment of such Augmenting Bank’s Commitment and/or Additional Bank and its status as a Bank hereunder. Any . (c) If the aggregate Commitments are increased in accordance with this Section, (i) the Parent shall determine the final amount and allocation of such increase may and (ii) the Administrative Agent and the Parent shall determine the effective date (the “Commitment Increase Date,” which shall be made in an amount that is a Business Day not less than 30 days prior to the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting BanksMaturity Date) of such increase. The Borrower Administrative Agent shall promptly notify the Parent and the Banks of the final amount and allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Banks, to enter into any amendments to this Agreement and the other Loan Documents as the Administrative Agent shall execute an amendment reasonably deem appropriate to Schedule 1 evidencing the revised Commitmentseffect such Commitment Increase. (bd) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to Notwithstanding anything set forth in this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up 2.19 to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoingcontrary, no increase in the aggregate Commitments shall become effective under pursuant to this Section 2.8 unless 2.19 shall be effective unless: (i) on The Administrative Agent shall have received the date of such increasefollowing, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) no Default shall have occurred as to each Increasing Bank, evidence of its agreement to provide a portion of the Commitment Increase, and be continuing or will result from as to each Additional Bank, a duly executed joinder agreement together with all other documentation required by the increase in Commitments as set forth herein and Administrative Agent pursuant to Section 2.19(b); (B) an instrument, duly executed by each Borrower, acknowledging and reaffirming its obligations under this Agreement and the other Loan Documents; (C) unless covered by resolutions previously delivered hereunder, a certificate of the secretary or an assistant secretary or other appropriate officer of each Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Borrower approving or consenting to such Commitment Increase; (D) a certificate of a Responsible Officer, certifying that (y) as of the Commitment Increase Date, all representations and warranties made by of the Borrower Borrowers contained in Section 8 shall be this Agreement and the other Loan Documents qualified as to materiality are true and correct on and those not so qualified are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase (except to the extent any such representation or warranty is expressly stated to have been made as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier a specific date, in which case such representations representation or warranty is true and warranties shall be correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such earlier date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase; and (ii) If there is a non-ratable increase in the aggregate Commitments, each outstanding Syndicated Letter of Credit shall have been amended giving effect to the reallocation of the Commitments or, if required, returned by each respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the reallocated Commitments; and (iii) In the case of any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.02 shall have been satisfied. To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, on the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be converted into Base Rate Loans, (ii) immediately after the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ effectiveness of the Commitment Increase, the applicable Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the Index Debt aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (iii) each Bank shall be pay to the Administrative Agent in immediately available funds an amount equal to or better than their respective ratings of the difference, if positive, between (y) such BorrowerBank’s Index Debt in effect as of the Effective Date Pro Rata Share (calculated after giving effect to the incurrence Commitment Increase) of the Subsequent Borrowings and (z) such Bank’s Pro Rata Share (calculated without giving effect to the Commitment increase or Increase) of the Initial Loans, as (iv) after the case may be), Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory pay to each Bank the portion of such funds equal to the Administrative Agentdifference, if positive, between (y) that such Bank’s Pro Rata Share (Acalculated without giving effect to the Commitment Increase) each of the conditions set forth in the preceding clauses (i) Initial Loans and (iiz) have been satisfied and such Bank’s Pro Rata Share (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Banks shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitment increase or Loans(calculated after giving effect to the Commitment Increase), as (vi) each applicable Borrower shall pay all accrued but unpaid interest on the case may beInitial Loans to the Banks entitled thereto, and (vii) as Schedule I shall automatically be amended to reflect the Commitments of all Banks after giving effect to the Commitment Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the applicable Borrowers pursuant to the provisions of Section 2.17 if the Commitment Increase Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by Interest Period relating thereto. Notwithstanding the Borrowerforegoing, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter Parent and (iv) the Administrative Agent shall have received all fees may agree upon other methods of implementing a Commitment Increase (including a phase-in of a Commitment Increase with certain Banks having temporary risk participations in outstanding Revolving Loans pending the end of Interest Periods for LIBOR Loans) so long as the applicable method is not materially disadvantageous to be mutually agreed between the Borrower and the Administrative Agentany Bank.

Increase in Commitments. (a) The Borrower mayshall have the right exercisable 5 times, by written upon at least 10 Business Days’ notice to the Administrative Agent and the Lenders, to request (i) increases in substantially the form Revolving Commitments or (ii) the making of Exhibit J, request that additional Term Loans (the total Commitments be increased “Additional Term Loans”) by an up to $500,000,000 to a maximum aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase 1,600,000,000 (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior reduced to the Commitment Termination Date). Upon extent Borrower has terminated or reduced the receipt of such request Revolving Commitments) by the Administrative Agent, the Administrative Agent shall give notice promptly either adding new lenders as Lenders (subject to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that identity of any such new lender if it is not an existing Bank Eligible Assignee) or obtaining the agreement, which shall execute a joinder substantially be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the form Commitments or the making of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunderAdditional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Any such increase Such increases may be made increases in an amount that is less than Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that Revolving Commitments or the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to making of Additional Term Loans under this Section 2.8is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, the outstanding Loans (if any) are held by the Banks is then continuing or shall be in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to existence on the effective date of such assignment increase of Revolving Commitments or making of Additional Term Loans, (iiiy) by any combination the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (A) no Default in which case such representation or warranty shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be been true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents, and (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iiiz) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a compliance certificate certifying copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and showing (all documentation and opinions as the Administrative Agent may reasonably request, in reasonable detail form and with appropriate calculations and computations in all respects reasonably substance satisfactory to the Administrative Agent) that . In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (A) each of the conditions set forth or in the preceding clauses case of an existing Revolving Lender, increases its Revolving Commitment) (iand as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence increase of the Commitment increase or Revolving Commitments) of any outstanding Revolving Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect by making available to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be mutually agreed between purchased by such Lender, plus (B) the Borrower aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the Administrative Agentoutstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00010,000,000 for any such increase; provided that after giving effect to any such increase the Borrower may sum of the total Commitments shall not make more than 3 such requestsexceed $650,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “"Increasing Bank”Lender") or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “"Non-Increasing Bank”Lender"). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “"Augmenting Bank”Lender"), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, for Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to this Section 2.20 (the "Commitment Increase"), (i) the aggregate principal amount of the parties hereto hereby agrees Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent may take any and all actions as may be reasonably necessary in same day funds an amount equal to ensure that, the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a 32 Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any increase and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Commitments created pursuant to this Section 2.8, 2.20 shall become effective on the outstanding Loans (if any) are held date specified in the notice delivered by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up Borrower pursuant to the effective date first sentence of such assignment or paragraph (iiia) by any combination of the foregoing. Any prepayment or assignment described in this clause above. (bd) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a New Lender shall become effective under this Section 2.8 unless unless, (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower set forth in Section 8 this Agreement shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier expressly made as of another date, in which case such representations and warranties shall be true and correct in all respects on and as of such earlier other date), (iiB) the Borrower Debt Ratings assigned by S&P on such date and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the incurrence Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (C) the Commitment increase of each Lender (without giving effect to any merger of Lenders after the date of this Agreement) is equal to or Loansless than 20% of the total Commitments, as the case may be), and (iiiii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied of Section 4.01 as to the corporate power and (B) on a historical pro forma basis (authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and (iv) effect on the Administrative Agent shall date of such increase and have received all fees to be mutually agreed between the Borrower and the Administrative Agentnot in anywise been annulled, modified, rescinded or revoked).

Increase in Commitments. (a) The Borrower may, by written notice from time to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be time on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative AgentDecember 28, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall2005 so long as no Default exists, by notice means of a letter delivered to the Borrower and the Administrative Agent substantially in the form of Exhibit LEXHIBIT H, given request that the Aggregate Commitments be increased by up to $50,000,000 in the aggregate; PROVIDED that any such increase in the Aggregate Commitment shall be in an integral multiple of $5,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to CLAUSE (c), adding one or more commercial banks or other Persons acceptable to the Administrative Agent as a party hereto (each an "ADDITIONAL LENDER") with a Commitment in an amount (which shall not more be less than 10 days $5,000,000) agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this SECTION 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of ANNEX 1 to EXHIBIT H. (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent’s notice, either agree the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld). (e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this SECTION 2.14 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Revolving Loans in accordance with each Lender's Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase its Commitment by in the Aggregate Commitments may require prepayment or conversion of all or a portion portions of certain Revolving Loans on the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to date of such increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining prepayment or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank conversion shall be subject to the prior written approval provisions of the Administrative Agent (which approvals shall not be unreasonably withheld or delayedSECTION 3.05), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (bf) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks provision in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up SECTION 10.01 to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentcontrary.

Increase in Commitments. (ai) The Once per calendar year (or more frequently as permitted by Agent) Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, request that the total Commitments Total Commitment Amount be increased by an aggregate amount not to exceed $1,500,000,000; 100,000,000 in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Borrower may not make more than 3 shall have delivered to Agent, together with such requestswritten notice, a copy of Borrower's duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Borrower as being true, correct, complete and in full force and effect. Such notice Upon receipt of any such request, Agent shall deliver a copy of such request to each Lender. Borrower shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of $500,000,000 25,000,000 and in such minimum increments of $10,000,000 above that amountin excess thereof as Agent shall permit) and the date on which such increase is requested to become effective (which shall be not less than 10 days Business Days nor more than 60 days after the date of such notice request and whichthat, in any event, must be on or at least 90 days prior to the last day of the Commitment Termination DatePeriod). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Revolving Credit Commitment by its applicable Pro Rata Share Commitment Percentage of the proposed increased amount. Each such Bank shallLender shall in its sole discretion, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s 's notice, either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Bank such Lender so agreeing being an “Increasing BankLender”) or decline to increase its Revolving Credit Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (Revolving Credit Commitment and each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphas set forth above, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by the Borrower, the Borrower may arrange for one or more banks or other entities that are acceptable to Agent and each LC Issuer (any each such bank or other entity Person so agreeing being called an “Augmenting BankLender”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Revolving Credit Commitment and/or its status as a Bank Lender with a Revolving Credit Commitment hereunder. Any such increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and Lenders, in the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsfull amount. (bii) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, that after giving effect to any increase in the Total Commitment Amount pursuant to this Section 2.8Section, the outstanding Revolving Loans (if any) are held by the Banks Lenders with Revolving Credit Commitments in accordance with their new applicable Pro Rata SharesCommitment Percentages. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, : (iw) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, Loans; (iix) by causing the Non-Increasing Banks Lenders to assign portions of their outstanding Loans to Increasing Banks and/or Lenders and Augmenting BanksLenders; (y) by permitting the Loans outstanding at the time of any increase in the Total Commitment Amount pursuant to this Section 2.10(b) to remain outstanding until the last days of the respective Interest Periods therefor, for a consideration that is not less than all principal and interest and fees accrued as to even though the Lenders would hold such Loans up to the effective date of such assignment other than in accordance with their new Commitment Percentages; or (iiiz) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The During the Revolving Credit Period, the Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JBanks), request at any time or from time to time that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that (i) the aggregate amount of all such increases pursuant to this Section shall not exceed $75,000,000, (ii) the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially (iii) each Bank, in the form of Exhibit Lits sole discretion, given not more than 10 days after the date of the Administrative Agent’s notice, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (each Bank so agreeing being an “Increasing Bank”B) or decline to increase its Commitment (Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and any Bank that does not deliver the date on which such a notice within such period of 10 days shall be deemed increase is requested to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”)become effective. In the event that, on that the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their its existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that (i) each Augmenting Bank, if not already a Bank that is not an existing Bank hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower and (ii) each Augmenting Bank that is Bank, if not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as already a Bank hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower. Any such increase may be made Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Bank) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as conditions set forth herein in clauses (b) and (Bd) the representations and warranties made by the Borrower in of Section 8 3.02 shall be true and correct on and satisfied (as of the date of the increase in Commitments with the same force and effect as if though a Borrowing were being made on such date) and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying to that effect dated such date and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each executed by a Responsible Financial Officer of the conditions set forth in the preceding clauses (i) Borrower, and (ii) the Agent shall have been satisfied received (to the extent requested by the Agent reasonably in advance of such date) documents consistent with those delivered under clauses (c) and (Bd) on a historical pro forma basis (of Section 3.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentincrease.

Increase in Commitments. (a) The Borrower may, may by written notice to the Administrative Agent in substantially elect to request, prior to the form of Exhibit JMaturity Date, request that an increase to the total existing Commitments be increased (any such increase, the "New Commitments") by an aggregate amount not to exceed $1,500,000,000; provided that in excess of U.S.$85,000,000 in the Borrower may not make more than 3 such requestsaggregate. Such notice New Commitments shall set forth the not be less than U.S.$10,000,000 individually (or such lesser amount of the requested increase (which shall be approved by Administrative Agent), and shall be in a minimum amount integral multiples of $500,000,000 and U.S.$1,000,000 in minimum increments excess of $10,000,000 above that amount. Each such notice shall specify (A) and the date (each, an "Increased Amount Date") on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than (10) Business Days after the date on which such increase notice is requested delivered to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, and (B) the Administrative Agent shall give notice promptly identity of each Lender or other Person that is an Eligible Assignee (each, a "New Lender") to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to whom the Borrower proposes any portion of such New Commitments be allocated and the Administrative Agent substantially in the form amounts of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree such allocations; provided any Lender approached to increase its Commitment by provide all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) New Commitments, may elect or decline to increase decline, in its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Banksole discretion, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountprovide a New Commitment; provided, howeverfurther, that each Augmenting Bank that is not an existing Bank any New Lender shall be subject acceptable to the Administrative Agent. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date immediately prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld to or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant such New Commitments; (2) both immediately prior to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) such New Commitments each of the conditions set forth in Section 4.02 shall be satisfied; (3) the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to Borrower shall be in compliance with the incurrence of the Commitment increase or Loans, as the case may be) financial covenants set forth in Section 7.11 both as of the last day of the most recently completed Fiscal Quarter with respect ended fiscal quarter and immediately after giving effect to which, such New Commitments; (4) the New Commitments shall be effected pursuant to Section 9.1, financial statements have been, one or are required to have been, more joinder agreements substantially in the form of Exhibit G (a "Joinder Agreement") executed and delivered by the Borrower, the New Lender and Administrative Agent, and each of which shall be recorded in the Register and each New Lender shall be subject to the requirements set forth in Section 3.01; and (5) the Borrower would shall deliver or cause to be in compliance with Section 9.10 as delivered any legal opinions or other documents of the last day type specified in Section 4.01 reasonably requested by Administrative Agent in connection with any such New Commitment. (b) On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interest in the Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the addition of such fiscal quarter New Commitments to the Commitments, (b) each New Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder (a "New Loan") shall be deemed, for all purposes, a Loan and (ivc) each New Lender shall become a Lender with respect to the New Commitment and all matters relating thereto. (c) The Administrative Agent shall have received all fees to be mutually agreed between notify the Borrower Lenders promptly upon receipt of the Borrower's notice of each Increased Amount Date and in respect thereof (x) the New Commitments and the New Lenders, and (y) the respective interests in such Lender's Loans, in each case subject to the assignments contemplated by this Section 2.14. The terms and provisions of the New Loans shall be identical to the Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent, to effect the provisions of this Section 2.13.

Increase in Commitments. (ai) The So long as no Event of Default has occurred and is continuing or would result therefrom, from time to time after the Agreement Date and on or before June 2, 2008, Borrower may, by upon at least 30 days’ written notice to the Administrative Agent in substantially (who shall promptly provide a copy of such notice to each Lender), propose to increase the form of Exhibit J, request that the total Revolving Loan Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth 25,000,000 (the amount of any such increase, the requested “Additional Commitment Amount”); provided, however, the Borrower shall not be permitted to request an increase in the Revolving Loan Commitments more that three (which 3) time during the term of this Agreement. Each Lender shall be in have the right for a minimum amount period of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 15 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the following receipt of such request notice, to elect by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by written notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Loan Commitment by all a principal amount equal to the product of (i) its Revolving Commitment Ratio, multiplied by (ii) the Additional Commitment Amount. No Lender (or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”any successor thereto) or decline shall have any obligation to increase its Revolving Loan Commitment (or its other obligations under this Agreement and the other Loan Documents, and any Bank that does not deliver such decision by a notice within such period of 10 days shall be deemed to have declined Lender to increase its CommitmentRevolving Loan Commitment shall be made in its sole discretion independently from any other Lender. (ii) (each Bank so declining or being deemed If any Lender shall not elect to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice increase its Revolving Loan Commitment pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrowerclause (i) above, the Borrower may arrange for designate another bank or other financial institution (which may be, but need not be, one or more banks or other entities (of the existing Lenders) which at the time agrees to, in the case of any such bank or Person that is an existing Lender, increase its Revolving Loan Commitment and in the case of any other entity being called such Person (an “Augmenting BankAdditional Lender”), which may include any Bank, become a party to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountthis Agreement; provided, however, that each Augmenting Bank that is not an existing Bank shall any new bank or financial institution must be subject acceptable to the prior written approval of the Administrative Agent (Agent, which approvals shall acceptance will not be unreasonably withheld or delayed). The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant to this subsection (ii) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount. (iii) An increase in the aggregate amount of the Revolving Loan Commitments pursuant to this Section 2.5(c) shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Revolving Loan Commitment is to be increased, setting forth the new Revolving Loan Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Revolving Loan Commitments and such opinions of counsel for the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation with respect to the increase in the Revolving Loan Commitments as the Administrative Agent shall may reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsrequest. (biv) Each Upon the acceptance of any such agreement by the Administrative Agent, the Revolving Loan Commitments shall automatically be increased by the amount of the parties hereto hereby agrees Revolving Loan Commitments added through such agreement. (v) Upon any increase in the aggregate amount of the Revolving Loan Commitments pursuant to this Section 2.5(c) that is not pro rata among all Lenders based on their respective Revolving Commitment Ratios, within five Business Days, in the Administrative Agent may take case of any Base Rate Advances then outstanding, and all actions as may be reasonably necessary at the end of the then current Eurodollar Advance Period with respect thereto, in the case of any Eurodollar Advances then outstanding, the Borrower shall prepay such Loans in their entirety and, to ensure thatthe extent the Borrower elects to do so and subject to the conditions specified in Article IV, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to any increase pursuant to this Section 2.8such increase, the until such time as all outstanding Loans (if any) are held by the Banks Lenders in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentproportion.

Increase in Commitments. (a) The Borrower may, by written Upon notice to the Administrative Agent in substantially (which shall promptly notify the form of Exhibit JLenders), the Borrower may from time to time, request that an increase in the total Commitments be increased Total Commitment by an aggregate amount (for all such requests) not to exceed exceeding $1,500,000,000250,000,000; provided that the Borrower may not make more than 3 (i) any such requests. Such notice shall set forth the amount of the requested request for an increase (which shall be in a minimum amount of $500,000,000 50,000,000, and (ii) the Borrower may make a maximum of three such requests. At the time of sending such notice, the Borrower (in minimum increments of $10,000,000 above that amountconsultation with the Administrative Agent) and shall specify the date on time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 days nor more than 60 days after ten Business Days from the date of delivery of such notice and which, in any event, must be on or prior to the Commitment Termination DateLenders). Upon the receipt of such request by the Administrative Agent, . (b) Each Lender shall notify the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each within such Bank the opportunity time period whether or not it agrees to increase its Commitment and, if so, whether by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shallan amount equal to, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit Lgreater than, given not more or less than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion Percentage of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does such requested increase. Any Lender not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Commitment. (c) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the The Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, notify the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, and each Lender of the Lenders’ responses to extend Bank Commitments or each request made hereunder. To achieve the full amount of a requested increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be and subject to the prior written approval of the Administrative Agent and the Fronting Bank (which approvals shall not be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute may also invite additional Eligible Assignees to become Lenders pursuant to a joinder substantially agreement in the form of Exhibit M or such other documentation as and substance satisfactory to the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or and its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentscounsel. (bd) Each of Any increase in the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) Total Commitment shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless following conditions precedent: (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the proposed effective date of the increase in Commitments with the same force Total Commitment and after giving effect as if made on and as of to such date (unless stated to relate solely to an earlier dateincrease, in which case such all representations and warranties shall be true and correct in all material respects as though made on such date (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such earlier date), ) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default; (ii) the Borrower Debt Ratings assigned by S&P Borrower, the Administrative Agent and ▇▇▇▇▇’▇ each Eligible Assignee which shall have agreed to provide a “Commitment” in support of such increase in the Total Commitment, shall have executed and delivered a joinder agreement in a form reasonably acceptable to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), Administrative Agent; (iii) to the extent reasonably required by the Administrative Agent, counsel for the Borrower shall have provided to the Administrative Agent shall have received a compliance certificate certifying supplemental opinion in form and showing (in reasonable detail and with appropriate calculations and computations in all respects substance reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and ; (iv) the Lenders and any Eligible Assignee(s) shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have received reasonably requested in connection with such increase; (v) the Borrower shall have executed and delivered all fees corporate authority documents that the Administrative Agent shall have reasonably requested in connection with such increase; and (vi) if applicable, the LC Administrator shall have delivered to be mutually agreed between the respective beneficiaries of outstanding Several Letters of Credit amendments (or, in the case of any Several Letter of Credit issued individually by the Lenders, a replacement Several Letter of Credit in exchange for and the return or cancellation of the original Several Letter of Credit) which reflect any changes in the Lenders and/or the Commitment Percentages resulting from such increase. Upon satisfaction of the conditions precedent to any increase in the Total Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. In addition, on the effective date, the Administrative AgentAgent shall replace the existing Schedule 1.1 attached hereto with a revised Schedule 1.1 reflecting such new Total Commitment and each Lender’s Commitment. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder. It is understood that any increase in the amount of the Commitments pursuant to this §2.1.2 shall not constitute an amendment of this Reimbursement and Pledge Agreement.

Increase in Commitments. (a) The At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JBanks), request at any time or from time to time that the total Total Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that (i) the aggregate amount of each such increase pursuant to this Section shall not be less than $25,000,000 and the aggregate amount of all such increases pursuant to this Section shall not exceed $250,000,000, (ii) each such request of the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested deemed to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly an offer to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially (iii) each Bank, in the form of Exhibit Lits sole discretion, given not more than 10 days after the date of the Administrative Agent’s notice, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (each Bank so agreeing being an “Increasing Bank”B) or decline to increase its Commitment (Commitment. Any such notice shall set forth the amount of the requested increase in the Total Commitments and any Bank that does not deliver the date on which such a notice within such period of 10 days shall be deemed increase is requested to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”)become effective. In the event that, on that the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “"Augmenting Bank”"), which may include any Bank, to extend Bank Commitments or increase their its existing Commitments Commitment in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank, if not already a Bank that is not an existing Bank hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), . Increases to and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase new Commitments created pursuant to this Section 2.8, paragraph (a) shall become effective upon the outstanding Loans (if any) are held execution and delivery by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, the Agent and any Banks (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or including any Augmenting Banks) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments (a consideration that is not less than all principal and interest and fees accrued as to such Loans up "Commitment Increase Agreement"), subject to the effective date satisfaction of any conditions set forth in such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyagreement. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Bank) shall become effective under this Section 2.8 unless (i) paragraph unless, on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as conditions set forth herein in Sections 3.02 (c) and (Bd) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and satisfied (as of the date of the increase in Commitments with the same force and effect as if though a Borrowing were being made on such date) and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying to that effect dated such date and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each executed by an authorized officer of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (i) At any time, the Company (on behalf of itself and the other Borrowers) may request that the Aggregate Commitment be increased (which increase shall increase the then effective Letter of Credit sublimit set forth in Section 3.3(i)(b) on a dollar-for- dollar basis up to a maximum sublimit of $200,000,000); provided that, without the prior written consent of all of the Lenders, (a) The Borrower may, by written notice to the Administrative Agent in substantially Aggregate Commitment shall at no time exceed $300,000,000 minus the form of Exhibit J, request that the total Commitments be increased by an aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.5(A) or (B); (b) the Company shall not make any such request during the six month period following any reduction in the Aggregate Commitment previously made pursuant to exceed $1,500,000,000Section 2.5(A) or (B); provided that (c) the Borrower may Company shall not be entitled to make more than 3 one such requests. Such notice shall set forth request during the amount term of the requested increase this Agreement; and (which d) each such request shall be in a minimum amount of at least $500,000,000 50,000,000 and in minimum increments of $10,000,000 above that amount) 1,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent and the date on which such increase is requested to become effective (which shall be Lenders by the Company not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or twenty (20) Business Days prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, which notice (Aa "COMMITMENT INCREASE NOTICE") no Default shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have occurred and be continuing any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of prior to the date of the increase in Commitments with the same force and effect as if made on and as of such date that is fifteen (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii15) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (Business Days after giving effect to the incurrence receipt of the Commitment increase or LoansIncrease Notice, as the case may be), (iii) each Lender shall submit to the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory notice indicating the maximum amount by which it is willing to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.its Commitment

Increase in Commitments. (a) The Borrower mayBorrower, may by written notice to Agent at any time after the Administrative Agent in substantially Closing Date and prior to the form of Exhibit JRevolving Termination Date, request that on one or more occasions to increase the total Commitments be increased amount of the Revolving Loan by obtaining one or more Incremental Revolving Loan Commitments, in an aggregate amount principal amount, for all such increases after the Closing Date taken together, not to exceed $1,500,000,000100,000,000, from one or more Incremental Revolving Lenders, which may include any existing Lender (which shall be entitled to agree or decline to participate in its sole discretion) without Lenders’ consent; provided provided, however, that each Incremental Revolving Lender, if not already a Lender hereunder, shall be subject to the Borrower may approval of Agent, the Letter of Credit Issuer, and the Swingline Lender, in each case, in their respective reasonable discretion, which such approval not make more than 3 such requeststo be unreasonably withheld, conditioned or delayed. Such notice shall set forth (i) the amount of the Incremental Revolving Loan Commitment being requested increase (which shall be in minimum increments of $5,000,000 and a minimum amount of $500,000,000 25,000,000, and in minimum increments of $10,000,000 above that amount(ii) and the date on which such increase Incremental Revolving Loan Commitment is requested to become effective (which shall not be not less than 10 15 days nor more than 60 days after the date of such notice and whichnotice); provided that (A) no Commitment of any existing Lender may be increased without the written consent of such Lender, (B) no Default or Event of Default exists immediately before or after giving effect to such increase; (C) the Borrower shall be in any eventcompliance with the covenants set forth in Section 7.12 hereof, must be calculated on a pro forma basis immediately before or after giving effect to such increase, (D) the Facility Parties shall deliver to the Administrative Agent on or prior to before the Commitment Termination Date). Upon the receipt effective date of such request by increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate or company secretaries with attached resolutions certifying that the Incremental Revolving Loan Commitments have been approved by such Facility Parties, and (2) an opinion of counsel addressed to the Administrative Agent shall give notice promptly to each Bank substantially in and the form of Exhibit K, which notice will offer each such Bank Lenders addressing the opportunity to increase its Commitment by its applicable Pro Rata Share authorization and execution of the proposed increased amount. Each such Bank shallLoan Documents by, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date enforceability of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphLoan Documents against, the Increasing Banks shall have agreed pursuant Facility Parties, and (E) with respect to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank Incremental Revolving Lender that is not an existing Bank Lender, such Incremental Revolving Lender shall be subject have executed and delivered to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank a joinder to this Agreement that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that Agent in form and substance (A) each and upon the effectiveness of such joinder, such Incremental Revolving Lender shall be a “Lender” hereunder for all purposes. All Incremental Revolving Loan Commitments shall be based on the terms and conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or herein for Revolving Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The At any time after the Closing Date, the Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, request that the total Commitments Total Commitment be increased by an aggregate amount not to exceed $1,500,000,000; 50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrower may not make more than 3 such requests. Such notice shall set forth in such request the amount of the requested increase in the Total Commitment (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountand a minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 days Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be on or at least 60 days prior to the Commitment Termination Maturity Date). Upon The Borrower may arrange for one or more banks or other entities that are Eligible Assignees to provide a Commitment hereunder pursuant to this Section 3.2(a) (each such Person so agreeing being an “ Augmenting Lender ”) and/or the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly Borrower may offer to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank such Lender so agreeing being an ““ Increasing BankLender ”) or decline to increase its Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (Commitment and each Bank Lender so declining or being deemed to have declined being a ““ Non-Increasing BankLender ”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Each Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender with a Commitment hereunder. Any such increase in the Total Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, that after giving effect to any increase in the Total Commitment pursuant to this Section 2.83.2(b), the outstanding Loans (if any) are held by the Banks in accordance Lenders with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, Borrowings; (iix) by causing the Non-Increasing Banks Lenders to assign portions of their outstanding Loans to Increasing Banks and/or Lenders and Augmenting BanksLenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this Section 3.2(b) to remain outstanding until the last days of the respective Interest Periods therefor, for a consideration that is not less even though the Lenders would hold such Borrowings other than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment in accordance with their new Percentages; or (iiiz) by any combination of the foregoing. Any prepayment or assignment described in this clause paragraph (bii) shall be subject to Section 6.5, 2.7 hereof but shall otherwise be without premium or penalty. Notwithstanding the foregoingIn addition, no in connection with any increase in the Commitments shall become effective under Total Commitment pursuant to this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (may, in reasonable detail and consultation with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 appoint any Lender as of the last day of such fiscal quarter and (iv) the Administrative a Syndication Agent, Documentation Agent, Co-Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentor other similar title.

Increase in Commitments. (ai) Subject to the conditions set forth in clauses (ii) and (iii) of this Section 2.02(a), the Co-Borrowers may request that the amount of the aggregate Commitments be increased one or more times, in each case in a minimum amount of $2,500,000 or in integral multiples of $2,500,000 in excess thereof; provided that the aggregate Commitments after any such increase may not exceed $150,000,000. (ii) Each such increase shall be effective only upon the following conditions being satisfied: (A) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (B) immediately before and after giving effect to such increase, the Loan Parties shall be in pro forma compliance with the financial covenants in Section 7.09, together with calculations and any supporting documentation demonstrating such pro forma compliance in form and substance reasonably satisfactory to the Agent, (C) either the Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments in its sole discretion in the amount of the requested increase or other financial institutions agree to make a Commitment in the amount of the difference between the amount of the increase requested by the Co-Borrowers and the amount by which some or all of the Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments, (D) such increase shall be subject to the approval of the Agent and the Issuing Banks, which consent shall not be unreasonably withheld, conditioned or delayed, (E) such Banks and other financial institutions, if any, shall have executed and delivered to the Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (F) the Co-Borrowers shall have delivered such evidence of authority for the increase (including without limitation, certified resolutions of the applicable managers and/or members of the Co-Borrowers authorizing such increase) as the Agent may reasonably request. (iii) Each financing institution to be added to this Agreement as described in Section 2.02(a)(ii)(C) above shall execute and deliver to the Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Commitment as described in Section 2.02(a)(ii)(C) shall execute and deliver to the Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in the principal amount of the Commitment of such Bank, and for each Bank increasing its Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Bank Agreement or Commitment Increase Agreement. In the event a replacement Note is issued to a Bank, such Bank shall ▇▇▇▇ the original note as “REPLACED” and shall return such original Note to the Co-Borrowers. Upon execution and delivery to the Agent of the Note and the execution by the Agent of the relevant New Bank Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Commitment as specified therein, or such existing Bank’s Commitment shall increase as specified therein, as the case may be, and the Agent shall notify the Co-Borrowers and all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 2.01 reflecting such additions or increase together with a schedule showing the revised Working Capital Advance Cap, Maximum Working Capital Advance Cap, Bridge Advance Cap, Maximum Bridge Advance Cap and L/C Cap as increased pursuant to Section 2.02(b) below. (iv) Notwithstanding anything to the contrary in this Section 2.02(a), the Banks having Commitments hereunder at the time any such increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Commitments by their Credit Percentage to the extent of such increase. The Borrower mayAgent shall not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Commitments hereunder until each of such Banks have agreed to increase their Commitments or declined to do so. To facilitate the Banks’ right of first refusal, HoldCo shall, by written notice to the Administrative Agent (which shall promptly deliver a copy to each Bank) given not less than 15 days prior to the requested effective date of the increase in substantially Commitments (the form of Exhibit J“Increase Effective Date”), request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested Banks increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amounttheir Commitments. Each such Bank shall, by notice to the Borrower HoldCo and the Administrative Agent substantially in the form of Exhibit L, given not more later than 10 15 days after the date following receipt of HoldCo’s request, advise HoldCo whether or not it will increase its Commitments as of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Increase Effective Date. Any Bank that does has not deliver so advised HoldCo and the Agent by such a notice within such period of 10 days day shall be deemed to have declined to agree to such increase in its Commitment. The decision to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank Commitment hereunder shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable sole discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentBank.

Increase in Commitments. (a) The Borrower may, by written notice At any time prior to the Administrative Agent Maturity Date, provided no Event of Default shall have occurred and then be continuing, AMB LP may request a one-time increase in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase Commitments (which shall be in subject to (iii) below), either by designating an Eligible Bank not theretofore a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested Bank to become a Bank (such designation to be effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to only with the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion consent of the Administrative Agent, following consultation which consent will not be unreasonably withheld) and/or by agreeing with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing an existing Bank or Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) Bank’s Commitment shall be subject to Section 6.5, but shall otherwise be without premium increased. Upon execution and delivery by AMB LP and such Bank or penalty. Notwithstanding the foregoing, no increase other Eligible Bank of an instrument in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects form reasonably satisfactory to the Administrative Agent) that (A) each of the conditions , such existing Bank shall have a Commitment as therein set forth in or such Eligible Bank shall become a Bank with a Commitment as therein set forth and all the preceding clauses rights and obligations of a Bank with such a Commitment hereunder; provided that: (i) and AMB LP shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Banks; (ii) the Administrative Agent, the Hong Kong Dollars Agent (in the event in the increased Commitment involving Hong Kong Dollars), the Singapore Dollars Agent (in the event in the increased Commitment involving Singapore Dollars) and the Borrowers shall have been satisfied agreed on (a) the increase and (B) on a historical pro forma basis (after giving effect to the incurrence apportionment of the Commitment applicable Currency Commitments and, if applicable, (b) the terms and conditions of one or more Supplemental Tranches; and (iii) the amount of such one time increase does not cause the Facility Amount to exceed $350,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.15, within five (5) Business Days (in the case of any Base Rate Loans or Canadian Base Rate Loans then outstanding) or at the end of the then-current Interest Period with respect thereto (in the case of any Euro-Dollar Loans then outstanding (other than Canadian Base Rate Loans)), as applicable, each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the case may be) as Commitments and the outstanding principal balance of the last day Loans shall be reallocated among the Banks such that the outstanding principal amount of the most recently completed Fiscal Quarter with respect Loans owed to whicheach Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). All payments, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered repayments and other disbursements of funds by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent to Banks shall have received thereupon and, at all fees times thereafter be made in accordance with each Bank’s recalculated Pro Rata Share. (b) This Section 2.15 shall supersede any provisions in Sections 10.5 or 10.6 to be mutually agreed between the Borrower and the Administrative Agentcontrary.

Increase in Commitments. (a) The Borrower mayProvided there exists no Default, by written upon notice to the Administrative Agent in substantially (which shall promptly notify the form of Exhibit JBanks), the Borrower may from time to time, request that an increase in the total Commitments be increased by an aggregate amount (for all such requests) not to exceed exceeding $1,500,000,000250,000,000; provided that the Borrower may not make more than 3 (i) any such requests. Such notice shall set forth the amount of the requested request for an increase (which shall be in a minimum amount of $500,000,000 25,000,000, and (ii) the Borrower may make a maximum of three such requests. At the time of sending such notice, the Borrower (in minimum increments of $10,000,000 above that amountconsultation with the Administrative Agent) and shall specify the date on time period within which such increase each Bank is requested to become effective respond (which shall in no event be not less than 10 days nor more than 60 days after ten Business Days from the date of delivery of such notice and which, in any event, must be on or prior to the Commitment Termination DateBanks). Upon the receipt of such request by the Administrative Agent, . (b) Each Bank shall notify the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each within such Bank the opportunity 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 Pro Rata Share Applicable Percentage of the proposed increased amountsuch requested increase. Each such Any Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Commitment. (c) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the The Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, notify the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, and each Bank of the Banks’ responses to extend Bank Commitments or each request made hereunder. To achieve the full amount of a requested increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be and subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), the Borrower may also invite additional Eligible Assignees to become Banks pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) If the Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form final allocation of Exhibit M or such other documentation as the increase. The Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than promptly notify the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each Banks of the parties hereto hereby agrees that final allocation of such increase and the Administrative Agent may take Increase Effective Date. No consent of any and all actions as may Bank (other than the Banks participating in such increase) shall be reasonably necessary to ensure that, after giving effect to required for any such increase pursuant to this Section 2.82.03. (e) As a condition precedent to such increase, the outstanding Loans (if any) are held by Borrower shall deliver to the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Administrative Agent a certificate dated as of the Administrative Agent, following consultation with Increase Effective Date (in sufficient copies for each Bank) signed by a Responsible Officer (x) certifying and attaching the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as resolutions approving or consenting to such Loans up increase, and (y) certifying that immediately before and after giving effect to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by contained in Article 4 and the Borrower in Section 8 shall be other Loan Documents are true and correct in all material respects on and as of the date of Increase Effective Date, except to the increase in Commitments with the same force extent that such representations and effect as if made on and as of such date (unless stated to relate solely warranties specifically refer to an earlier date, in which case such representations and warranties shall be they are true and correct in all material respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied date and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.)

Increase in Commitments. (a) The Borrower At any time and from time to time prior to the Maturity Date, the Company may, by written notice to the Administrative Agent in substantially (which the form of Exhibit JAdministrative Agent shall promptly furnish to each Lender), request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make one or more than 3 such requests. Such notice shall set forth the amount of the requested increase Persons (which shall may include the then-existing Lenders) (A) offer to increase their Revolving Credit Commitments or to make additional Revolving Credit Commitments (if they are not already Lenders) (such increased and/or additional Revolving Credit Commitments being a “Revolving Credit Commitment Increase”) or (B) enter into one or more tranches of term loans (such additional term loans being an “Incremental Term Loan” and together with any Revolving Credit Commitment Increases, a “Commitment Increase”) under this paragraph (a), it being understood that (x) if such offer is to be in made by a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above Person that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agentalready a Lender, the Administrative Agent shall give notice promptly have consented to each Bank substantially such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the form event of Exhibit K, which notice will offer each an assignment to such Bank Person (such consent not to be unreasonably withheld) and (y) the opportunity Company may agree to increase its accept less than the amount of any Commitment Increase so requested; provided that the minimum aggregate principal amount accepted shall equal the lesser of (i) $10,000,000 or (ii) the offered Commitment Increase. The minimum aggregate principal amount of any Commitment Increase shall be $10,000,000 (or such lesser amount as may be agreed by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In no event shall the event that, on the 10th day after the Administrative Agent shall have delivered a notice aggregate amount of all Commitment Increases pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower paragraph (a) exceed $250,000,000. The Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”)financial institutions, which may include any BankLender, to extend Bank Commitments or Revolving Credit Commitments, increase their existing Revolving Credit Commitments or provide Incremental Term Loans in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval amount of the Administrative Agent (which approvals shall not be unreasonably withheld Commitment Increase. In the event that one or delayed)more of such Persons offer to increase or enter into such Revolving Credit Commitments, and such Persons, the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such Company, any other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The applicable Borrower and the Administrative Agent agree as to the amount of such Revolving Credit Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an appropriate amendment to Schedule 1 evidencing this Agreement, which amendment shall specify, among other things, the revised Commitmentsprocedures for reallocating any outstanding Revolving Credit Exposure (as applicable). The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date (but may partially amortize prior to such date) and (c) shall be treated substantially the same hereunder as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently (which pricing shall be deemed to include any upfront fees, original issue discount, arrangement fees and any similar fees in connection therewith) than the pricing applicable to the Revolving Loans and the Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender participating in such tranche, each Person joining this Agreement as Lender by participation in such tranche, if any, and the Administrative Agent. The Incremental Term Loan 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 Company and the Administrative Agent, to effect the provisions of this Section 2.09. Notwithstanding anything to the contrary set forth herein, the Agents shall have at least 15 Business Days, but no more than 20 Business Days, prior to the proposed effective date for such an increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and to otherwise administer such increase, including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Borrowers. No such increase shall be effective until such administration period has expired. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this Section 2.8 2.09 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the proposed date of the increase in Commitments with the same force and effect as if made on and as effectiveness of such date Commitment Increase (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iiii) the Administrative Agent shall have received a compliance certificate certifying dated such date and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to executed by a Financial Officer of the Administrative Agent) Company that (A) each of the conditions set forth in the preceding clauses paragraphs (ia) and (iib) of Section 4.02 shall have been satisfied or waived by the Required Lenders and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (ivii) the Administrative Agent shall have received all fees to be mutually agreed between documents from the Borrower consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrowers to borrow hereunder after giving effect to such Commitment Increase; provided that delivery of a certificate by a Financial Officer of the Company certifying that the resolutions entered into by the Company and its Subsidiaries and delivered to the Administrative AgentAgent pursuant to Section 4.01(d) are in full force and effect on the date thereof and that such resolutions have not been modified, rescinded or amended shall be deemed sufficient evidence of power and authority to incur any Commitment Increase hereunder (and any Loans thereunder). Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any time.

Increase in Commitments. The Company shall have the right, so long as no Default or Event of Default shall have occurred and be continuing, without the consent of any Bank (except as described in clause (i) below) but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), at any time prior to the fifth year anniversary of the Effective Date, to increase the total aggregate amount of the Commitments hereunder by (a) The Borrower may, by written notice adding a lender or lenders hereto with a Commitment or Commitments up to the Administrative Agent in substantially the form amount (or aggregate amount) of Exhibit J, request that the total Commitments be increased by an aggregate amount not any such increase (which lender or lenders shall thereupon become `Banks' hereunder) and/or (b) enabling any Bank or Banks to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth increase its (or their) Commitment (or Commitments) up to the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountincrease; provided, however, that each Augmenting (i) in no event shall any Bank's Commitment be increased without the consent of such Bank, (ii) if any Committed Loans are outstanding hereunder on the date that any such increase is to become effective, the principal amount of all such Committed Loans shall on or prior to the effectiveness of such increase, at the option of the Company, either (A) be repaid, together with accrued interest thereon and any costs incurred by any Bank in accordance with Section 2.15 (but all such Loans may, on the terms and conditions hereof, be reborrowed on the date that any such increase becomes effective pro rata among all of the Banks) or (B) be converted into Negotiated Rate Loans with the same terms (including, without limitation, interest rate) and maturity of such Committed Loans, (iii) if any Letter of Credit is not an existing Bank outstanding hereunder on the date that such increase is to become effective, appropriate arrangements shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure so that, after giving effect to any increase pursuant such increase, each Bank's Letter of Credit Exposure is equal to this Section 2.8, such Bank's Commitment Percentage of the outstanding Loans (if any) are held by Letter of Credit Exposure of all of the Banks (and, if such arrangements are not made, such increase may not be made), (iv) in accordance with their new applicable Pro Rata Shares. This may be accomplished at no event shall any such increase result in the reasonable discretion total aggregate amount of the Administrative Agent, following consultation with the Borrower, Commitments exceeding $1,500,000,000 and (iv) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under contemplated by this Section 2.8 unless (i) on 2.18 shall result in any one Bank hereunder having a Commitment in an amount which equals more than 20% of the date aggregate amount of all Commitments hereunder. The Company and the Administrative Agent and the Banks agree to use their best efforts to effectuate any such increase, (A) no Default shall have occurred subject to the terms and be continuing or will result from the increase in Commitments as conditions set forth herein (including, without limitation, by execution and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as delivery of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier dateany appropriate documentation), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in At any event, must be on or time prior to the Commitment Termination Business Day immediately preceding the Revolving Maturity Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for effectuate one or more banks or other entities increases in the aggregate Revolving Commitments (any each such bank or other entity increase being called an a “Augmenting BankCommitment Increase”), which by designating either one or more of the existing Lenders (each of which, in its sole discretion, may include determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any Banksuch Eligible Assignee that is an existing Lender to increase its Revolving Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement as a Lender; provided, however, that (i) each Augmenting Bank that is not an existing Bank such Commitment Increase shall be subject equal to at least $25,000,000, (ii) all Revolving Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances, as applicable, except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, as the case may be, (iii) the aggregate of all such Commitment Increases shall not exceed $300,000,000, and (iv) such Commitment Increase shall not effect an increase in the aggregate Revolving Commitments if the Revolving Maturity Date has occurred. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent (which approvals and the Lenders. This Section 2.15 shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as construed to create any obligation on the Administrative Agent shall reasonably specify or any of the Lenders to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by advance or to commit to advance any credit to the Borrower if the Borrower is unable or to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Banks. The Borrower and commit to advance any credit to the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsBorrower. (b) Each The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Revolving Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender and (B) such evidence of appropriate authorization on the part of the parties hereto hereby agrees that Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may take any reasonably request, (ii) the funding by each Increasing Lender and all actions as may Additional Lender of the Revolving Advances to be reasonably necessary made by each such Lender to ensure thateffect the prepayment requirement set forth in Section 2.5(c)(ii), (iii) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying (A) both before and after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoingCommitment Increase, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have has occurred and be continuing or will result from the increase in Commitments as set forth herein and is continuing, (B) the all representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (iiC) the Borrower Debt Ratings assigned by S&P pro forma compliance with the covenants in Sections 6.17, 6.18 and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (6.19, after giving effect to the incurrence of the such Commitment increase or LoansIncrease, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) receipt by the Administrative Agent Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Borrower. (c) Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Revolving Advances shall have received all fees take into account the actual Revolving Commitment of each Lender and the principal amount outstanding of each Revolving Advance made by such Lender during the relevant period of time. (d) On such Increase Date if such Commitment Increase involves an increase in the aggregate Revolving Commitments, each Lender’s share of the Letter of Credit Exposure on such date shall automatically be deemed to equal such Lender’s Revolving Pro Rata Share of such Letter of Credit Obligations (such Revolving Pro Rata Share for such Lender to be mutually agreed between determined as of the Borrower and Increase Date in accordance with its Revolving Commitment on such date as a percentage of the Administrative Agentaggregate Revolving Commitments on such date) without further action by any party.

Increase in Commitments. Borrower shall have the right from time to time, provided no Default or Unmatured Default has occurred and is then continuing, to request (ai) The Borrower mayincreases in the Revolving Commitments, the Term A Loans or, the Term Loans B Loans or the Term C Loans or (ii) the making of additional Term Loans (the “Additional Term Loans”) by written notice up to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an additional $451,00 0,000,000 to a maximum aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase 12,25000,000,000 (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior reduced to the Commitment Termination Date). Upon extent Borrower has terminated or reduced the receipt of such request by the Administrative AgentRevolving Commitments, the Administrative Agent shall give notice promptly Term A Loans or, the Term B Loans or the Term C Loans) by either adding new lenders as Lenders (subject to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (identity of such new lenders) or obtaining the agreement, which approvals shall not be unreasonably withheld at such Lender’s or delayed)Lenders’ sole discretion, and of one or more of the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially then current Lenders to increase its or their Revolving Commitments, Term A Loans or Term B Loans, Term C Loans or to make Additional Term Loans. Each such increase in the form Commitments or the making of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunderAdditional Term Loans must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. Any Each such increase may be made in an amount that is less than apply to the increase requested by Revolving Commitments, Term A Loans, Term B Loans, Term C Loans or the Borrower if the Borrower is unable to arrange formaking of Additional Term Loans, or chooses not to arrange fora combination thereof, Augmenting Banks. The as may be determined by Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each Lenders providing such increase. Effecting any increase of the parties hereto hereby agrees that Revolving Commitments, the Administrative Agent may take any and all actions as may be reasonably necessary to ensure thatTerm A Loans, after giving effect to any increase pursuant to the Term B Loans, Term C Loans or the making of Additional Term Loans under this Section 2.8, is subject to the outstanding Loans following conditions precedent: (if anyw) are held by the Banks no Default or Unmatured Default has occurred and is then continuing or shall be in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to existence on the effective date of such assignment or (iii) by any combination increase of the foregoing. Any prepayment Revolving Commitments, the Term A Loans, the Term B Loans, Term C Loans or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date making of such increaseAdditional Term Loans, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (Bx) the representations and warranties made by the Borrower contained in Section 8 Article V shall be true and correct on and as of the effective date of such increase (except to the increase in Commitments with the same force extent (i) such representations and effect as if made on and as of such date (unless stated to warranties expressly relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (ii) the Borrower Debt Ratings assigned any representation or warranty that is already by S&P and ▇▇▇▇▇’▇ its terms qualified as to the Index Debt “materiality”, “Material Adverse Effect” or similar language shall be equal to or better than their respective ratings of such Borrower’s Index Debt true and correct in effect as of the Effective Date (all respects after giving effect to such qualification, and (iii) the incurrence representations and warranties contained in the second sentence of Section 5.4 shall be deemed to refer to the Commitment increase or Loans, as the case may bemost recent statements furnished pursuant to Section 6.1), (iiiy) on the effective date of any such increase, Borrower shall pay to the Administrative Agent any amounts due to it under any applicable fee letter and to each new lender or then-current Lender providing such additional Commitment the up-front fee agreed to between Borrower and such party and (z) with respect to any such increase of Revolving Commitments, Term A Loans or, Term B Loans or Term C Loans, the Administrative Agent shall have received an Amendment Regarding Increase executed by Borrower, theParent Guarantor, the Subsidiary Guarantors, the Administrative Agent and the new lender(s) or existing Lender(s) providing such increase and, with respect to the making of any Additional Term Loans, the Administrative Agent shall have received a compliance certificate certifying Term Loan Amendment executed by ▇▇▇▇▇▇▇▇, the Parent Guarantor, the Subsidiary Guarantors, the Administrative Agent and showing the new lender(s) or existing Lender(s) providing such Additional Term Loans (a copy of which Amendment Regarding Increase or Term Loan Amendment, as applicable, shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof) and all documentation and opinions as the Administrative Agent may reasonably request, in reasonable detail form and with appropriate calculations and computations in all respects reasonably substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments, Term A Loans, Term B Loans, Term C Loans or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments, Term A Loans, Term B Loans, Term C Loans or making of Additional Term Loans at such time. If requested by the Administrative Agent or any Lender, Borrowers shall have delivered, at least two (2) that Business Days prior to the effective date of any such increase or Additional Term Loan, to the Administrative Agent (Aand any such Lender) each a completed and executed Beneficial Ownership Certification. In addition, if requested by Administrative Agent, the Parent Guarantor and the Subsidiary Guarantors shall execute a consent to such increase of Revolving Commitments, Term A Loans, Term B Loans, Term C Loans or making of Additional Term Loans ratifying and continuing their obligations under the conditions set forth Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the preceding clauses case of an existing Revolving Lender, increases its Revolving Commitment) (iand as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence increase of the Commitment increase or Revolving Commitments) of any outstanding Revolving Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect by making available to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be mutually agreed between purchased by such Lender, plus (B) the Borrower aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the Administrative Agentoutstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $12,2500 0,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. (a) The If at any time the Commitments shall be less than $500,000,000, the Borrower may, by written request to the Administrative Agent, request that the Lenders increase the Commitments hereunder in such amount that, when added together with the then-outstanding Commitments, shall not exceed $500,000,000, which amount shall be an integral multiple of $10,000,000; provided that, on and as of the Increase Date (as defined below), (i) if the aggregate commitments under the Other Credit Agreement are less than $500,000,000, then such aggregate commitments shall be increased accordingly to preserve the ratio of the aggregate commitments under the Other Credit Agreement to the sum of (A) the Commitments hereunder plus (B) the aggregate commitments under the Other Credit Agreement, and (ii) no Event of Default or Unmatured Default has occurred and is continuing. Such increase shall be effective as of a date which shall be any Business Day occurring not less than 25 days (unless otherwise agreed to by the Borrower and the Administrative Agent) nor more than 30 days from the date of such written request (such date herein referred to as the "Increase Date"). Upon receipt of written notice of such request from the Administrative Agent, each Lender shall have the opportunity, in its sole discretion, no later than 20 days after the date on which the Borrower's request shall have been received by the Administrative Agent, to commit to increase its Commitment by written notice to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set setting forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on by which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline Lender proposes to increase its Commitment (and any Bank that does not deliver each such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”Lender an "Existing Lender"). In To the event that, on extent that the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount of the proposed increases is less than the aggregate amount of the increase requested by the Borrower, the Borrower may arrange either (x) request the Administrative Agent to solicit the Lenders for one or more banks or other entities further increases in their respective Commitments, (any such bank or other entity being called y) amend the original request by reducing the amount by which the Commitments are requested to be increased to an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval aggregate amount of the proposed increases of the Commitments or (z) request that the Administrative Agent Agent, in its reasonable discretion, accept the participation in the proposed increase of one or more additional financial institutions (which approvals shall not be unreasonably withheld or delayedeach an "Additional Lender"), and provided that the Borrower and minimum commitment of each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M such Additional Lender equals or such other documentation as exceeds $10,000,000. If the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than accept the increase requested by proposed increases of the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower Existing Lenders and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure thatAdditional Lenders, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made increased by the Borrower in Section 8 shall be true and correct aggregate amount of the proposed increases on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Increase Date. The Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to allocate the Administrative Agent) that (A) each of increased amount pro rata among the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower Existing Lenders and the Administrative AgentAdditional Lenders in accordance with their respective Commitments.

Increase in Commitments. (a) The Borrower maymay at any time and from time to time not later than six months prior to the Maturity Date, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an amount of at least $25,000,000 on the occasion of any increase and not in excess of $100,000,000 in the aggregate amount not to exceed $1,500,000,000; provided that under this Agreement and the Borrower may not make more than 3 such requeststhree-year Credit Agreement, being entered into on the date hereof. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 15 days nor or more than 60 30 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 15 days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “"Increasing Bank”Lender") or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 15 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “"Non-Increasing Bank”Lender"). In the event that, on the 10th 15th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “"Augmenting Bank”Lender"), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Sharesparagraph. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding Notwith standing the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (Aa),(b) no Default and (c) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. (b) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to paragraph (a) above (the "Commitment Increase"), (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory Lender prior to the relevant Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of (1) such Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the conditions set forth in the preceding clauses related Subsequent Borrowings (ias hereinafter defined) and (ii) have been satisfied and (B) on the product of (1) such Lender's Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of the related Initial Loans, (iii) each Augmenting Lender that shall not have been a historical pro forma basis Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the incurrence amount of the related Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to such Commitment increase or Increase) multiplied by (2) the amount of the related Initial Loans, as and (B) the case may beproduct of (1) as such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings, (v) after the effectiveness of such Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of related Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each related Subsequent Borrowing (calculated after giving effect to such Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the related Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the relevant Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower maymay on one occasion at any time not later than three months prior to the Maturity Date, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount that will not result in the total Commitments under this Agreement exceeding $500,000,000 minus the amount of any reduction of the Commitments pursuant to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requestsSection 2.08. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 30 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 30 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th 30th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower Administrative Agent may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct and no Default shall have occurred and be continuing or will result from continuing, and the increase in Commitments as set forth herein Administrative Agent shall have received a certificate to that effect dated such date and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (c) and (d) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (iii) following any such increase pursuant to this Section, no Lender shall have a compliance certificate certifying Commitment representing more than 30% of the total Commitments. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to Section 2.05(a) (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Lender’s Applicable Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment increase or Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans, as . The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the case may be) as Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower a)The Company may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form Lenders of Exhibit Jthe applicable Class), request that the total Tranche A Commitments or the Tranche B Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may total Commitments shall not make be increased by more than 3 such requestsUS$500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase (which shall in the total Commitments, the Class to be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) so increased and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt shall offer each Lender of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Class the opportunity to increase its Commitment of such Class by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender of the applicable Class shall, by notice to the Borrower Company and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentCompany’s notice, either agree to increase its Commitment of the applicable Class by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment of the applicable Class (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”Commitment of such Class). In the event that, on the 10th day after the Administrative Agent Company shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders of the applicable Class shall have agreed pursuant to the preceding sentence to increase their Commitments of such Class by an aggregate amount less than the increase in the total Commitments of such Class requested by the BorrowerCompany, the Borrower Company may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments of such Class or increase their existing Commitments of such Class in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender of either Class hereunder, shall be subject to the prior written approval of the Administrative Agent Agent, each Issuing Bank and each Swingline Lender (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower Company and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence its Commitment of such Augmenting Bank’s Commitment Class and/or its status as a Bank Lender of such Class hereunder. Any such increase in the total Commitments of either Class may be made in an amount that which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower may, at any time after the Effective Date, request (i) one or more increases to the aggregate amount of the Revolving Credit Commitments (each such increase, a “Revolving Credit Increase”) and/or (ii) one or more increases to the aggregate amount of any Class of Term Loans then outstanding (each such increase, a “Term Loan Increase”) and/or (iii) one or more new tranches of Term Loans (each such new tranche, an “Incremental Term Loan Facility”, and the term loans made pursuant thereto, each an “Incremental Term Loan”, and the commitment made pursuant thereto, an “Incremental Term Loan Commitment” and together with any Term Loan Increase and any Revolving Credit Increase, each a “Commitment Increase”) by written notice delivering an increase request substantially in the form attached hereto as Exhibit J (or in such other form acceptable to the Administrative Agent) to the Administrative Agent in substantially at least five (5) Business Days prior to the form desired effective date of Exhibit Jsuch Commitment Increase identifying one or more banks or financial or other lending institutions, request that the total Commitments be increased by including any then-existing Lender (each, an aggregate amount not “Incremental Lender”), to exceed $1,500,000,000; provided that the Borrower may not make provide one or more than 3 such requests. Such notice shall set forth Commitment Increase and the amount of such Commitment Increase; provided, however, that: (a) after giving effect to all such Commitment Increases, the requested increase (which aggregate amount of all Facilities shall not exceed $1,250,000,000 and any such Commitment Increase shall be in a minimum an amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after $10,000,000 (or such lesser amount then agreed to by the date Administrative Agent); (b) in the event of such notice and whichany Revolving Credit Increase, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent L/C Issuer and the Swingline Lender shall give notice promptly to each Bank substantially in have approved the form identity of Exhibit K, which notice will offer each any such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice Incremental Lender (to the Borrower and the Administrative Agent substantially extent such approval would be required in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree connection with an assignment to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”such Incremental Lender under Section 13.2(b)(iii) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”hereof), which may include any Bank, such approvals not to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld withheld, conditioned or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments.; (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (Ac) no Default shall have occurred and be continuing at the time of the request or will result from the increase in Commitments as set forth herein and effective date of the Commitment Increase; and (Bd) each of the representations and warranties made by the Borrower set forth in Section 8 6 and in the other Loan Documents shall be and remain true and correct in all material respects on and as of the effective date of such Commitment Increase (where not already qualified by materiality, otherwise in all respects), except to the increase in Commitments with extent the same force and effect as if made on and as of such date (unless stated to expressly relate solely to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence . The effective date of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent Increase shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered be agreed upon by the Borrower, the Borrower would Administrative Agent and the Incremental Lender. Upon the effectiveness thereof, Schedule 2.2(a) and 2.2(b) shall be deemed amended to reflect the Commitment Increase. Any Incremental Lender providing a Revolving Credit Increase shall advance Revolving Loans in compliance with Section 9.10 as an amount sufficient such that after giving effect to its Revolving Loans each Revolving Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the last day of such fiscal quarter and (iv) Revolving Credit Commitments. The Borrower, the Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The Borrower agrees to pay the expenses of the Administrative Agent (including reasonable and documented attorney’s fees) relating to any Commitment Increase. Notwithstanding anything herein to the contrary, no Lender shall have received all fees any obligation to provide any Commitment Increase and no Lender’s Commitment or Loan of any Class shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to provide any Commitment Increase. Any such declining Lender shall have no consent right with respect to such Commitment Increase, and any Incremental Lender shall be acceptable to the Administrative Agent (to the extent the consent of the Administrative Agent would be required in connection with an assignment to such Incremental Lender under Section 13.2(b)(iii) hereof) with such consent not to be mutually agreed between unreasonably withheld or delayed. Any Commitment Increase under this Agreement shall be implemented pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the Borrower other Loan Documents, executed by the Borrower, each Incremental Lender 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, to give effect the provisions of this Section 2.15, notwithstanding anything to the contrary otherwise contained in this Agreement (including Section 13.3). All Incremental Term Loans (i) shall rank pari passu in right of payment with each other then-existing Class of Loans and shall not be secured by any additional collateral or guaranteed by any additional Guarantors that does not also secure and guarantee each other then-existing Class of Loans, (ii) shall not mature earlier than the latest the Term Loan Maturity Date for any then-existing Term Loans (but may have amortization prior to such date), and (iii) shall be treated substantially the same as (and in any event no more favorably than (unless such favorable terms are added to the Loan Documents for the benefit of all then-existing Term Loans)) any then-existing Term Loans and each other tranche of Incremental Term Loans; provided that (I) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Term Loan Maturity Date for each then-existing Term Facility may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date for such existing Term Facility and (II) each tranche of Incremental Term Loans may be priced differently than the Tranche 1 Term Loans, the Tranche 2 Term Loan, and any other tranche of Incremental Term Loans.

Increase in Commitments. (a) The Borrower mayCompany may at any time, by written notice to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, ----------------------- by notice to the Borrower and Depositary Bank, propose that the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date aggregate of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion Commitments be increased in excess of the offered amount aggregate of the Commitments then in effect (each Bank so agreeing being an “Increasing Bank”) or decline to increase its a "Commitment (and any Bank that does not deliver such Increase"), effective as of a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant date prior to the second sentence of this paragraph, Revolver Expiration Date (the Increasing Banks shall have agreed pursuant "Increase Date") as to the preceding sentence which agreement is to increase their Commitments be reached by an aggregate amount less than earlier date specified in such notice (the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”"Commitment Date"), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank (A) the minimum proposed Commitment -------- ------- Increase per notice shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is no less than the increase requested by the Borrower if the Borrower is unable to arrange for$5,000,000, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) no Event of Default has occurred and is continuing and (C) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase Company in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties Article VII shall be true and correct in all material respects with the same ------- --- effect as if made on such Increase Date. The Depositary Bank shall notify the Banks thereof promptly upon its receipt of any such earlier datenotice. If agreement is reached on or prior to the Commitment Date with one or more Banks and Assuming Banks, if any, as to a Commitment Increase (which may be less than specified in the applicable notice from the Company), (ii) such agreement to be evidenced by a notice in reasonable detail from the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ Company to the Index Debt Depositary Bank on or prior to the Commitment Date, the Assuming Banks, if any, shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect become Banks hereunder as of the Effective Increase Date (after giving effect to and the incurrence Commitments of the Commitment increase such Banks and such Assuming Banks shall become or Loansbe, as the case may be, as of the Increase Date the amounts specified in such notice (and the Depositary Bank shall give notice thereof to the Banks (including such Assuming Banks)); provided, however, that: -------- ------- (iiia) the Administrative Agent Depositary Bank shall have received (with copies for each Bank, including each Assuming Bank), on or prior to the Increase Date, an opinion of counsel for the Company in substantially the form of Exhibit D ------- - hereto and an opinion of counsel for each other Borrower substantially in the form of Exhibit F hereto, dated such Increase Date, together with a compliance certificate certifying ------- - copy, certified on the Increase Date by the Secretary or an Assistant Secretary of the pertinent Borrower, of the resolutions adopted by the Board of Directors of the Company and showing each such other Borrower authorizing such Commitment Increase; (b) each such Assuming Bank shall have delivered, on or prior to the Increase Date, to the Depositary Bank an appropriate Assumption Agreement; and (c) each Bank which proposes to increase its Commitment in reasonable detail and connection with appropriate calculations and computations such Commitment Increase shall have delivered, on or prior to the Increase Date, confirmation in all respects reasonably writing satisfactory to the Administrative Agent) Depositary Bank as to its increased Commitment. In the event that (A) each the Depositary Bank shall not have received notice from the Company as to such agreement on or prior to the Commitment Date or the Company shall, by notice to the Depositary Bank prior to the Increase Date, withdraw such proposal or any of the conditions set forth actions provided for above in the preceding clauses (ia) and through --- (iic) of this Section 1.1.8. shall not have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered occurred by the BorrowerIncrease Date, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.--- ------- ------ -5-

Increase in Commitments. (a) The Borrower mayParent Borrower, by written notice to the Administrative Agent in substantially the form of Exhibit JUS Agent, may request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may aggregate amount by which the Commitments are increased pursuant to this Section shall not make more than 3 such requestsexceed US$25,000,000 and the aggregate amount by which the European Commitments are increased pursuant to this Section shall not exceed US$10,000,000. Such notice shall set forth (i) the Class or Classes of Commitments to be increased, (ii) the amount of the requested increase in such Commitments, (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountiii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request unless otherwise agreed by the Administrative Parent Borrower and the US Agent), the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender with a Commitment of a Class to be increased the opportunity to increase its Commitment of such Class, by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Parent Borrower and the Administrative US Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentParent Borrower’s notice, either agree to increase its Commitment applicable Commitment, by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its applicable Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its applicable Commitment) (each Bank such Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the Administrative Agent Parent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks applicable Lenders shall have agreed pursuant to the preceding sentence to increase their applicable Commitments by an aggregate amount less than the increase in the total Commitments of the applicable Class requested by the Parent Borrower, the Parent Borrower may may, at its expense, arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments of the applicable Class or increase their existing Commitments of the applicable Class in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative US Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower ) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative US Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Parent Borrower if the Parent Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the Commitments of any Class pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans of such Class are outstanding, the applicable Borrower or Borrowers (i) shall prepay all Revolving Loans of such Class then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Revolving Loans in accordance with this Agreement, which Revolving Loans shall be made by the Lenders of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, applicable Class ratably in accordance with their respective Commitments of such Class (calculated after giving effect to any increase the Commitment Increase); provided that such prepayment of Revolving Loans pursuant to this Section 2.8, paragraph shall not be required if such Commitment Increase is effected entirely by ratably increasing the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Commitments of the Administrative Agent, following consultation with the Borrower, existing Lenders of such Class. The payments made pursuant to clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Eurocurrency Loan shall be subject to Section 6.5, but 2.16. (c) Increases and new Commitments of any Class created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Parent Borrower pursuant to the first sentence of paragraph (a) above unless otherwise be without premium or penalty. agreed by the Parent Borrower and the US Agent. (d) Notwithstanding the foregoing, no increase in the total Commitments of a Class (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.8 unless unless, (i) on the effective date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as conditions set forth herein and (B) the representations and warranties made by the Borrower in Section 8 4.02 shall be true and correct on and satisfied as of the date of the increase in Commitments with the same force and effect as if though a Borrowing were being made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative US Agent shall have received a compliance certificate certifying to that effect dated such date and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each executed by a Financial Officer of the conditions set forth in the preceding clauses (i) Parent Borrower, and (ii) the US Agent shall have been satisfied received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (Bc) on a historical pro forma basis (of Section 4.01 as to the corporate power and authority of the applicable Borrower or Borrowers to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and (iv) effect on the Administrative Agent shall date of such increase and have received all fees to be mutually agreed between the Borrower and the Administrative Agentnot been annulled, modified, rescinded or revoked).

Increase in Commitments. (a) The Borrower may, Request. Borrower may by written notice to the Administrative Agent elect to request (i) prior to the last day of the Revolving Availability Period, an increase to the Aggregate Revolving Commitments (each, an “Incremental Revolving Increase” and collectively, the “Incremental Revolving Increases”) and/or (ii) the establishment of one or more tranches of term loans (each, an “Incremental Term Loan Facility” and collectively the “Incremental Term Loan Facilities”; the Incremental Revolving Increases, together with the Incremental Term Loan Facilities, each an “Incremental Facility” and collectively the “Incremental Facilities”) in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed in excess of the Incremental Amount in the aggregate and not less than $1,500,000,000; provided that the Borrower may not make more than 3 10.0 million individually. Each such requests. Such notice shall set forth specify (A) the amount of the requested increase date (each, an “Increase Effective Date”) on which Borrower proposes that an Incremental Facility shall be effective, which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and date not less than 10 Business Days after the date on which such increase notice is requested delivered to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly and (ii) the identity of each Lender or Eligible Assignee to each Bank substantially in the form whom Borrower proposes any portion of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower Incremental Facility be allocated and the Administrative Agent substantially in the form amounts of Exhibit Lsuch allocations; provided, given not more than 10 days after the date of the Administrative Agent’s noticethat, either agree any existing Lender approached to increase its Commitment by provide all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) any Incremental Facility may elect or decline to increase decline, in its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Banksole discretion, to extend Bank Commitments provide all or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval any portion of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsany Incremental Facility. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00025,000,000 for any such increase; provided that after giving effect to any such increase the Borrower may sum of the total Commitments shall not make more than 3 such requestsexceed $750,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amounteffective. Each such Bank Lender shall, by notice to the Borrower Company and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower The Company may also arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amountCommitments; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower Company and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsCompany. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower mayCompany may on one or more occasions, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total US Tranche Commitments or European Tranche Commitments be increased by an aggregate amount not less than $25,000,000 (with simultaneous increases in the US Tranche Commitments and the European Tranche Commitments being deemed to exceed $1,500,000,000be a single increase); provided that the Borrower may aggregate amount of the increases in the US Tranche Commitments and the European Tranche Commitments shall not make more than 3 such requestsexceed $250,000,000. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total US Tranche Commitments or European Tranche Commitments, as the case may be, and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share US Tranche Percentage or European Tranche Percentage, as the case may be, of the proposed increased amount. Each such Bank applicable Lender shall, by notice to the Borrower Company and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of the Administrative Agent’s Company's notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “"Increasing Bank”Lender") or decline to increase its applicable Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “"Non-Increasing Bank”Lender"). In the event that, on the 10th day Business Day after the Administrative Agent Company shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the BorrowerCompany, the Borrower Company may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “"Augmenting Bank”Lender"), which may include any BankLender, to extend Bank US Tranche Commitments or European Tranche Commitments, as the case may be, or increase their existing US Tranche Commitments or European Tranche Commitments, as the case may be, in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent Agent, the Issuing Bank and the Swingline Lender (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower Borrowers and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Bank’s Commitment Lender and/or its status as a Bank Lender hereunder. Any such increase in the total US Tranche Commitments or European Tranche Commitments, as the case may be, may be made in an amount that which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The During the Revolving Credit Period, the Borrower maymay on one or more occasions, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), executed by the Borrower and one or more financial institutions (any such financial institution referred to in substantially this Section being called an “Augmenting Lender”), which may include any Lender, cause Commitments to be made available by the form Augmenting Lenders (or cause the Commitments of Exhibit Jthe Augmenting Lenders to be increased, request that as the total Commitments be increased by case may be) in an aggregate amount not to exceed $1,500,000,000for each Augmenting Lender set forth in such notice; provided that (i) the Borrower may aggregate amount of all such increases pursuant to this Section shall not make more than 3 exceed $500,000,000, (ii) each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld) and (iii) each Augmenting Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower. Any such requests. Such notice shall set forth the amount of the requested increase in the total Commitments (which shall be in the lesser of (x) a minimum aggregate amount of $500,000,000 and in minimum increments 20,000,0000 or any larger multiple of $10,000,000 above that amount5,000,000 or (y) the remaining aggregate allowance for such increases) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice effective. Increases and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their new Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase created pursuant to this Section 2.8, 2.10(a) shall become effective on the outstanding Loans (if any) are held date specified in the notice delivered by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up Borrower pursuant to the effective date first sentence of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty2.10(a). Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless 2.10(a) unless, (i) on the date of such increase, the conditions set forth in Sections 3.02(b) and 3.02(d) (Awithout giving effect to the parenthetical in Section 3.02(d)) no Default shall be satisfied (as though a Borrowing were being made on such date) and the Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Responsible Financial Officer of the date of the increase in Commitments with the same force Borrower, and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ Agent shall have received (to the Index Debt extent requested by the Agent reasonably in advance of such date) documents consistent with those delivered under Sections 3.01(c) and 3.01(d) as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (b) At the time that any increase in the total Commitments pursuant to Section 2.10(a) (a “Commitment Increase”) becomes effective, if any Committed Loans are outstanding, the Borrower shall prepay in accordance with Section 2.14 the aggregate principal amount of all Committed Loans outstanding (the “Initial Loans”); provided that (i) nothing in this Section shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Borrowings hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be equal required to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (extent that, after giving effect to the incurrence Commitment Increase, each Lender has the same Applicable Percentage as immediately prior to such Commitment Increase. (c) At the time that any Commitment Increase becomes effective, if any Letters of the Commitment increase Credit or LoansSwingline Loans issued or made, as the case may be)applicable, (iii) the Administrative Agent shall have received a compliance certificate certifying hereunder remain outstanding, each Lender's participation in such Letters of Credit and showing (Swingline Loans will be adjusted in reasonable detail and accordance with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (such Lender's Applicable Percentage, after giving effect to the incurrence of the such Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentIncrease.

Increase in Commitments. (a) The Borrower Company may, by written notice to the General Administrative Agent in substantially from time to time (which notice the form of Exhibit JGeneral Administrative Agent shall promptly forward to the Lenders), request that the total Commitments Commitment of any Class be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 Incremental Facility Amount at such requeststime. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $500,000,000 and in minimum increments 10,000,000 or equal to the remaining Incremental Facility Amount), the Class or Classes of $10,000,000 above that amount) the requested increase and the date on which such increase is requested to become effective (which shall be not less than 10 days Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Maturity Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender (other than a Defaulting Lender) of the affected Class the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of such Class of the proposed increased amount. Each such Bank Lender (other than a Defaulting Lender) of the affected Class shall, by notice to the Borrower Company and the General Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the General Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphAgent’s notice, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the BorrowerCompany, the Borrower Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting BankLender”), which may include any BankLender (other than a Defaulting Lender), to extend Bank Commitments or increase their existing Commitments of the affected Class in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent Agents (which approvals approval shall not be unreasonably withheld or delayedwithheld), and the Borrower Borrowers and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the General Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the Commitments of any Class may be made in an amount that which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make On no more than 3 such requests. Such notice shall set forth two dates (each, an "Increased Commitment Date") occurring on or before the amount second anniversary of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Effective Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation so long as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the both before and after giving effect to an increase in the Total Commitment described in this Section 2.10, the Total Commitment may, upon the request of the Company and subject to the terms and conditions of this Section 2.10, be increased either by one or more new banks establishing Commitments as set forth herein and or by one or more then-existing Banks increasing their Commitments (Bsuch increase by either means, a "Total Commitment Increase"); PROVIDED, THAT, (i) the representations and warranties made by Company shall give a written notice (the Borrower in Section 8 shall be true and correct on and as of "Increase Request Notice") to the date Administrative Agent specifying the total amount of the increase being requested on such Increased Commitment Date (which, together with any previous increase pursuant to this Section 2.10, shall not be in Commitments with excess of $500,000,000) and the terms and conditions that will be applicable thereto, whether the same force or different than the terms and effect as if conditions applicable to then-existing Commitments and Loans made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)thereunder, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as promptly after receipt of the Effective Date (after giving effect to Increase Request Notice, the incurrence Administrative Agent shall notify each Bank of the Commitment increase or Loans, as the case may be)contents thereof, (iii) each Bank shall (within the time frame to be agreed upon by the Administrative Agent and the Company) notify the Administrative Agent in writing of its willingness, if any, to accept a participation in the requested increase on the terms specified by the Company and the maximum amount, if any, of the requested Total Commitment Increase in which it is willing to participate (with any Bank so accepting, an "Accepting Bank"), (iv) upon receipt of each response from the Banks (with any Bank failing to so respond within the time specified being deemed to have declined to accept any participation in the requested increase), the Administrative Agent shall have received a compliance certificate certifying notify the Company thereof and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to such Total Commitment Increase shall be allocated, at the Administrative Agent) that (A) each discretion of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent after consultation with the Company, to each Accepting Bank and to one or more new lenders (each, a "New Bank", and with the Accepting Banks, the "Additional Banks"), as designated by the Company with the consent of the Administrative Agent and (v) except to the extent that the final sentence of this Section 2.10 is applicable, upon the Increased Commitment Date, each Accepting Bank's Commitment shall be increased in accordance with the foregoing, each New Bank shall be deemed a Bank for all purposes hereof with a Commitment established in accordance with the foregoing and the Commitment Percentage of all Banks, including the Accepting Banks and New Banks, shall automatically be deemed adjusted to reflect the new Commitment levels of each Bank. The loans incurred by the Company pursuant to the Total Commitment Increase shall bear interest at market rates of interest as agreed by the Company, the Additional Banks and the Administrative Agent and shall have received all fees to be mutually agreed between a final maturity no earlier than the Borrower Commitment Termination Date. Notwithstanding the foregoing, at the option of the Company, the Additional Banks and the Administrative Agent, the Total Commitment Increase, and the Commitments and Loans to be established and made thereunder, may be structured as a separate tranche of commitments and loans under this Agreement (the "INCREMENTAL TRANCHE"), whereupon the Banks agree that the Company, the Administrative Agent and the Additional Banks may enter into an amendment to this Agreement without the consent of any other Bank to the extent, but solely to the extent, reasonably deemed necessary by the Administrative Agent to establish the terms and conditions relating to the interest rate, fee pricing, term, repayment and prepayment provisions with respect to such Incremental Tranche under this Agreement, PROVIDED, THAT, in any event such Incremental Tranche shall not have a final maturity earlier than the Commitment Termination Date and shall not have any required amortization prior to the Commitment Termination Date in effect immediately prior to the Increased Commitment Date unless the average weighted life to maturity of such Incremental Tranche is equal to or greater than the average weighted life to maturity of the Loans immediately prior to the Increased Commitment Date.

Increase in Commitments. (a) The Borrower may, Company may by written notice to the Administrative Agent in substantially elect to request (x) prior to the form Maturity Date for the Revolving Credit Facility, an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Credit Commitment”) and/or (y) the establishment of Exhibit Jone or more new term loan commitments (each, request that the total Commitments be increased an “Incremental Term Commitment”), by an aggregate principal amount not to exceed $1,500,000,000; provided for all such Incremental Revolving Credit Commitments and Incremental Term Commitments that when combined with the Borrower may not make more than 3 such requests. Such notice shall set forth the aggregate outstanding principal amount of Additional Pari Passu Debt will not (as of any date of incurrence thereof) exceed the requested increase (which shall be in a minimum amount Dollar Equivalent of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which250,000,000, in any eventor, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agentif greater, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, principal amount of additional Indebtedness that each Augmenting Bank that is not an existing Bank shall be subject to would cause the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and Consolidated Total Net Leverage Ratio as of the date of four (4) consecutive fiscal quarter period most recently ended prior to the increase in Commitments with the same force and effect as if made on and as incurrence of such date (unless stated to relate solely to an earlier dateadditional Indebtedness, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (calculated on a Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness (assuming any Incremental Revolving Credit Commitment is fully drawn but without netting the Commitment increase or Loans, as the case may becash proceeds of such Indebtedness), not to exceed 3.25 to 1.00. Each such notice shall specify (iiii) the date (each, an “Increase Effective Date”) on which the Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied the identity of each Eligible Assignee to whom the Company proposes any portion of such Incremental Commitments be allocated and (B) on the amounts of such allocations; provided that any existing Lender approached to provide all or a historical pro forma basis (after giving effect to the incurrence portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment increase or Loans, as the case may be) as shall be in an aggregate amount of the last day Dollar Equivalent of $100,000,000 or any whole multiple of the most recently completed Fiscal Quarter with Dollar Equivalent of $1,000,000 in excess thereof (provided that such amount may be less than the Dollar Equivalent of $100,000,000 if such amount represents all remaining availability under the aggregate limit in respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be of Incremental Commitments set forth in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentabove).

Increase in Commitments. (ai) The Twice per calendar year the Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, request that the total Commitments Total Revolving Commitment be increased by an aggregate amount not to exceed $1,500,000,000; 50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrower may not make more than 3 such requests. Such notice shall set forth in such request the amount of the requested increase in the Total Revolving Commitment (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountand a minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 days Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be on or at least 360 days prior to the Commitment Termination Maturity Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Revolving Commitment by its applicable Pro Rata Share Revolving Facility Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s 's notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Bank such Lender so agreeing being an “"Increasing Bank”Lender") or decline to increase its Revolving Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (Revolving Commitment and each Bank Lender so declining or being deemed to have declined being a “"Non-Increasing Bank”Lender"). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphas set forth above, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities that are Eligible Assignees (any each such bank or other entity Person so agreeing being called an “"Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayedLender"), and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Revolving Commitment and/or its status as a Bank Lender with a Revolving Commitment hereunder. Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses choose not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (bii) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.82.1(b), the outstanding Revolving Loans (if any) are held by the Banks Lenders with Revolving Commitments in accordance with their new applicable Pro Rata SharesRevolving Facility Percentages. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, : (iw) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, Borrowings; (iix) by causing the Non-Increasing Banks Lenders to assign portions of their outstanding Loans to Increasing Banks and/or Lenders and Augmenting BanksLenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.1(b) to remain outstanding until the last days of the respective Interest Periods therefor, for a consideration that is not less even though the Lenders would hold such Borrowings other than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment in accordance with their new Revolving Facility Percentages; or (iiiz) by any combination of the foregoing. Any prepayment or assignment described in this clause paragraph (bii) shall be subject to Section 6.5, 2.7 hereof but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. The Company may from time to time in consultation with and upon the consent of the Administrative Agent (a) The Borrower maysuch consent to not be unreasonably withheld), by written notice to the Administrative Agent in substantially (which, upon its consent, shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments Revolving Commitment be increased by an aggregate amount that is not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 $50,000,000 and which will not result in the Revolving Commitment under this Agreement exceeding $225,000,000. Each such requests. Such notice shall set forth the requested amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the Revolving Commitment and the date on which such increase is requested to become effective (which shall be not less fewer than 10 days twenty (20) nor more than 60 forty-five (45) days after the date of such notice notice) and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amountrequested increase in the Revolving Commitment. Each such Bank Lender shall, by notice to the Borrower Company and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 fifteen (15) days after the date of the Administrative AgentCompany’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 fifteen (15) days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th fifteenth (15th) day after the Administrative Agent Company shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders (or any number of the Lenders) shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount which is less than the increase in the Revolving Commitment requested by the BorrowerCompany, the Borrower may Company shall have the right to arrange for one or more banks or other entities lenders (any such bank or other entity lender which provides a Commitment hereunder being called referred to herein as an “Augmenting BankLender”), which may include and any BankLender(s), to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to all or part of the unsubscribed amountamount on the date on which such increase was requested by the Company in its notice; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Company, Issuing Lender, Swing Line Lender, and Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank shall execute all such documentation as Administrative Agent shall specify to evidence its status as a joinder Lender hereunder, including an Augmenting Lender Joinder and Assumption Agreement substantially in the form of Exhibit M C. If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their Commitments or such other documentation to extend new Commitments, as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase case may be made be, in an aggregate amount not more that is less than $50,000,000, such increases and such new Commitments shall become effective on the increase requested date specified in the notice delivered by the Borrower if Company pursuant to the Borrower is unable first sentence of this paragraph, and shall be deemed added to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower the Commitments set forth in Annex A hereof (and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of distribute a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up revised Annex A to the effective date of Lenders and the Company to reflect such assignment or (iiiadditional Commitments) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) and each Augmenting Lender shall be subject to Section 6.5, but shall otherwise be without premium or penaltya Lender hereunder. Notwithstanding the foregoing, no increase in the Commitments Commitment of any Lender and no new Commitment of any Augmenting Lender shall become effective under this Section 2.8 unless (i) paragraph unless, on the date of such increaseincreased or new Commitment and after giving effect to all increased and new Commitments, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (Bi) the representations and warranties of the Loan Parties contained herein and in the other Loan Documents shall be true on and as of such date with the same effect as though such representations and warranties had been made by the Borrower in Section 8 on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated specific dates or times referred to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier datetherein), (ii) no Material Adverse Effect shall have occurred since the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be)Closing Date, (iii) the Administrative Agent Company shall have received a compliance certificate certifying performed and showing complied with all covenants and conditions hereof, (iv) no Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall exist, (v) the increase in reasonable detail the Commitments shall not contravene any law applicable to any of the Lenders, the Company, or any Subsidiary of the Company, and with appropriate calculations and computations in all respects reasonably satisfactory (vi) the Company shall have delivered to the Administrative Agent for the benefit of the Lenders such replacement and new Notes as may be necessary to reflect the increased or new Commitments. Upon the date on which the Commitments are increased, each Lender which has agreed to increase its Commitment and each Augmenting Lender which has agreed to extend a new Commitment (in accordance with the terms of this Section 6.5) shall, subject to the terms and conditions hereof and in reliance on the representations and warranties herein set forth, severally make its Pro Rata Share of Revolving Loans in the currencies in which such Loans are outstanding to the Company and purchase from any Issuing Lender and Swing Line Lender its Pro Rata Share of the Stated Amount of all Letters of Credit and of those Swing Line Loans that have been participated to the Lenders in the amount of the increase of its Commitment (in the case of a Lender which has agreed to increase its Commitment) or in the amount of its new Commitment (in the case of an Augmenting Lender which has agreed to extend new a Commitment). Upon the request of the Administrative Agent) that (A) , the Company shall execute and deliver to Administrative Agent for the benefit of the Lenders any and all other documents, instruments, and agreements necessary or advisable in the reasonable judgment of Administrative Agent to evidence or document the increase in the Commitments, including any amendments hereto, and each of the conditions set forth in the preceding clauses (i) Lenders and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence each of the Commitment increase Loan Parties hereby provides its consent hereto and thereto and each Lender hereby authorizes the Administrative Agent, and each Loan Party hereby authorizes the Company, to execute any such documents, instruments, and agreements consistent with the terms of this Section 6.5 on its behalf without the necessity of any further consent of any Lender or LoansLoan Party. The Administrative Agent and each Lender shall have no obligation to provide any additional credit, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have beencommitment, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with loan under this Section 9.10 as of the last day of such fiscal quarter and (iv) 6.5 nor shall the Administrative Agent shall or any Lender have received all fees any obligation to be mutually agreed between the Borrower and the Administrative Agentarrange any such additional credit, commitment, or loan.

Increase in Commitments. (a) The Borrower may4. Provided there exists no Default, by written upon notice to the Administrative Agent in substantially (which shall promptly notify the form of Exhibit JLenders), ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may from time to time, subsequent to the Amendment No. 1 Effective Date, request that an increase in the total Aggregate Commitments be increased by an aggregate amount not to exceed exceeding $1,500,000,000300 million either by having a Lender increase its Commitment then in effect or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that the Borrower may not make more than 3 (i) any such requests. Such notice shall set forth the amount of the requested request for an increase (which shall be in a minimum amount of $500,000,000 10 million, except in the case of the final request, which may be for the entire remaining amount, (ii) ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may make a maximum of five such requests, and in minimum increments of $10,000,000 above that amount(iii) and the date on which such increase may take the form of incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such notice in the case of any request for increases in the Commitment of any existing Lender, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to become effective respond (which shall in no event be not less than 10 days nor more than 60 days after ten Business Days from the date of delivery of such notice and which, in any event, must be on or prior to the Commitment Termination DateLenders). Upon the receipt of such request by the Administrative Agent, Each Lender shall notify the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each within such Bank the opportunity time period whether or not it agrees to increase its Commitment or extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its applicable Pro Rata Share of the proposed increased amountsuch requested increase. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given Any Lender not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining Commitment or being deemed to have declined being a “Non-Increasing Bank”)extend incremental term loans hereunder. In the event that, on the 10th day after the The Administrative Agent shall have delivered a notice pursuant notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and each Lender of the Lenders’ responses to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant each request made hereunder. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may also invite additional Eligible Assignees satisfactory to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute acting reasonably) to become Lenders pursuant to a joinder substantially agreement in the form of Exhibit M or such other documentation as and substance reasonably satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made and their respective counsel. (a) If the Aggregate Commitments are increased in an amount that is less than the increase requested accordance with this Section 2.15 (including by the Borrower if the Borrower is unable to arrange forway of extending incremental term loans), or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International shall execute an amendment to Schedule 1 evidencing determine the revised Commitments. effective date (bthe “Increase Effective Date”) Each and the final allocation of such increase. The Administrative Agent shall promptly notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and the Lenders of the parties hereto hereby agrees that final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International shall deliver to the Administrative Agent may take any a certificate of each Loan Party dated as of the Increase Effective Date (for further distribution to each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and all actions as may be reasonably necessary attaching the resolutions adopted by such Loan Party approving or consenting to ensure such increase, and (ii) in the case of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, certifying that, before and after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by contained in Article V and the Borrower in Section 8 shall be other Loan Documents are true and correct on and as of the date of Increase Effective Date, except to the increase in Commitments with the same force extent that such representations and effect as if made on and as of such date (unless stated to relate solely warranties specifically refer to an earlier date, in which case such representations and warranties shall be they are true and correct in all respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) 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 (iiB) no Default exists. The Applicable Borrowers shall prepay (or be deemed to have prepaid, pursuant to a reallocation of the Borrower Debt Ratings assigned by S&P Loans) any 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 Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments or nonratable incremental term loan issuances under this Section 2.15; provided that in the case of any Revolving Loans denominated in an Alternative Currency, no such prepayment may be made other than on the last day of the applicable Interest Period for such Loans, unless the Lenders consent thereto. Any incremental term loans extended pursuant to this Section 2.15 shall rank pari passu with all Revolving Loans. The making of incremental term loans under this Section 2.15 may be on a non-ratable basis. A Lender may increase its Commitment hereunder on a non-ratable basis. (b) This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. The parties hereto agree that this Agreement may need to be amended or modified to give effect to any incremental term loan issuance under this Section 2.15 (including, without limitation, modifying the definitions of Commitments, Pro Rata Share, and Required Lenders, in each case, solely to the extent necessary to include such incremental term loans and any new Lenders in connection therewith in such definitions on a pro rata basis), and that the Administrative Agent and ▇▇▇▇▇’▇▇-▇▇▇▇▇▇ to International may, without the Index Debt consent of any other party hereto, enter into such amendments or modifications as they deem necessary or appropriate. Such amendments or modification shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as effective against all of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentparties hereto.

Increase in Commitments. (a) The Borrower Anything in this Agreement to the contrary notwithstanding, at any time and from time to time prior to the Maturity Date, the Company may, by written notice to the Administrative Agent (which the Administrative Agent shall promptly furnish to each Lender in substantially the form of Exhibit Japplicable Tranche), request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make one or more than 3 such requests. Such notice shall set forth the amount of the requested increase Persons (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountmay include any Lender, as provided below) and the date on which offer to increase their Commitments under any Tranche (if they are Lenders) or to make additional Commitments under any Tranche (if they are not already Lenders) (such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and whichincreased and/or additional Commitments being, in the case of any eventTranche, must a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be on or prior to the Commitment Termination Date). Upon the receipt of such request made by the Administrative Agenta Person that is not already a Lender, the Administrative Agent shall give notice promptly have consented to each Bank substantially such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the form event of Exhibit K, which notice will offer each an assignment to such Bank Person (such consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the opportunity to increase its Commitment by its applicable Pro Rata Share case of the proposed increased amount. Each such Bank shall, by notice to the Borrower US Tranche and the Administrative Agent substantially US Dollar Equivalent of $5,000,000 in the form case of Exhibit L, given not the European Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed the US Dollar Equivalent of $75,000,000. No more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days two Tranche Increases shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In made during the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence term of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower Agreement. The Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”)financial institutions, which may include any BankLender, to extend Bank applicable Commitments or increase their existing applicable Commitments in an aggregate amount equal to the unsubscribed amount; providedamount of the Tranche Increase. In the event that one or more of such Persons offer to increase or enter into such Commitments, howeverand such Persons, that each Augmenting Bank the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent shall execute and deliver an appropriate amendment to this Agreement (or other appropriate documentation reasonably acceptable to the Administrative Agent and the Company to effectuate the Tranche Increase), which amendment or other documentation shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld Tranche Increase effected by such amendment or delayed), other documentation and the Borrower Company shall deliver such authorization documentation and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form opinions of Exhibit M or such other documentation counsel as the Administrative Agent shall reasonably specify request; provided, that no consent of any Lender not participating in such Tranche Increase shall be required. Notwithstanding anything to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange forcontrary set forth herein, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment have at least 15 Business Days, but no more than 20 Business Days, prior to Schedule 1 evidencing the revised Commitmentsproposed effective date for such Tranche Increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and to otherwise administer such Tranche Increase, including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Borrowers. No such increase shall be effective until such administration period has expired. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.8 unless (i) on the date if any Default or Event of such increase, (A) no Default shall have has occurred and be is continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ prior to the Index Debt shall be equal to effectiveness of any such increase or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (would arise after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentthereto.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit J“D”, request that the total Tranche A Commitments and the Tranche B Commitments be increased by an aggregate amount not to exceed $1,500,000,000400,000,000; provided that the Borrower may not make more than 3 such requestsrequests and each request shall be to increase both Classes of Commitments by an equal amount. Such notice shall set forth the amount of the requested aggregate increase (which shall be in a minimum aggregate amount of $500,000,000 100,000,000 and in minimum aggregate increments of $10,000,000 5,000,000 above that amount) , in each case, divided equally between the two Classes), and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the then applicable Commitment Termination DateDates). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K“E”, which notice will offer each such Bank the opportunity to increase its Commitment of each Class by its applicable Pro Rata Share of the proposed increased amountamount for such Class. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L“F”, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment Commitments by all or a portion (provided such portion is divided equally between the Classes) of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment such Commitments (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitmentsuch Commitments) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). For greater certainty, a Bank may only agree to increase both of its Commitments or decline to increase both of its Commitments. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second third sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank shall extend or increase Commitments of each Class by an equal amount, each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 Exhibit “H” evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.82.9, the outstanding Loans Accommodations Outstanding of each Class (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans Accommodations Outstanding of a Class to be prepaid with the proceeds of a new LoanAccommodation, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans Accommodations Outstanding of a Class to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans Accommodations up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.56.3, but shall otherwise be without premium or penalty. . (c) Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 2.9 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in such Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in the Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P S&P, Moody’s and ▇▇▇▇▇’▇ DBRS to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the 2024 Effective Date (after giving effect to the incurrence of the Commitment increase or LoansAccommodations, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the applicable Commitment increase or LoansAccommodations, as the case may be) as of the last day of the most recently completed Fiscal Quarter Six Month Period with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter Six Month Period, (iv) in the event that a proposed increase in the Commitments pursuant to this Section 2.9 would result in the aggregate amount of the increases in Commitments pursuant to this Section 2.9 exceeding $375,000,000, the Administrative Agent shall have received a written confirmation from HMC that, upon and after the increase in the applicable Commitments, all Accommodations Outstanding and all interest hereunder will constitute “Debt” as such term is used in the HMC Support Agreement together with the certifications provided by the Borrower pursuant to Section 7.3(d) and (ivv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent. (d) Notwithstanding anything to the contrary in this Section 2.9, if, at the time that a request is made pursuant to this Section 2.9(a) or prior to the time such request is given effect, a Class of Commitments has been terminated or a Commitment Termination Date has occurred with respect to a Class, such request shall apply with respect to the remaining Class of Commitments and this Section 2.9 shall apply mutatis mutandis to such request and any such increase.

Increase in Commitments. (a) The Borrower may, from time to time by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00010,000,000 for any such increase; provided that after giving effect to all such increases the Borrower may total Commitments shall not make more than 3 such requestsexceed $2,500,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth (i) the amount of the requested increase in the Commitments and (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment Commitment, by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank such Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have declined the requested increase or agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent and each Issuing Bank (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), (i) each of the parties hereto hereby agrees Non-Increasing Lenders shall assign to each of the Increasing Lenders and Augmenting Lenders, and each of the Increasing Lenders and Augmenting Lenders shall purchase from each of the Non-Increasing Lenders, at the principal amount thereof, such interests in the outstanding Loans and participations in Letters of Credit outstanding on such Increase Effective Date that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure thatwill result in, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit being held by Lenders ratably in accordance with their Commitments after giving effect to the addition of any increase Augmenting Loan Commitment to the Commitments, (ii) each Augmenting Loan Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Augmenting Lender shall become a Lender with respect to the Commitments and all matters relating thereto. (c) Increases and new Commitments created pursuant to this Section 2.8, 2.20 shall become effective on the outstanding Loans (if any) are held date specified in the notice delivered by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up Borrower pursuant to the effective date first sentence of such assignment or paragraph (iiia) by any combination of the foregoing. Any prepayment or assignment described in this clause above. (bd) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.8 unless unless, (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower set forth in Section 8 this Agreement shall be true and correct on and as in all material respects (without duplication of the date of the increase in Commitments with the same force and effect as if made any materiality qualifier) on and as of such date (unless stated to relate solely to an earlier expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier) on and as of such earlier other date), ) and (iiB) the Borrower Debt Ratings assigned by S&P on such date and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the incurrence of the Commitment increase or LoansAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer, as the case may be), and (iiiii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied of Section 4.01 as to the corporate power and (B) on a historical pro forma basis (authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and (iv) effect on the Administrative Agent shall date of such increase and have received all fees to be mutually agreed between the Borrower and the Administrative Agentnot in anywise been annulled, modified, rescinded or revoked).

Increase in Commitments. (a) The Borrower At their election, the Borrowers may, by written upon notice from the Company to the Administrative Agent in substantially (which shall promptly notify the form of Exhibit JLenders), from time to time on or 47 after the Closing Date, request that an increase in the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000(a “Commitment Increase”); provided that (i) at the Borrower may not make more than 3 time of any such requests. Such notice request and upon the effectiveness of the Commitment Increase referred to below, no Default shall exist and Holdings shall be in pro forma compliance with the financial covenants set forth the amount in Section 7.11 (as demonstrated in a Compliance Certificate executed by a Responsible Officer of the requested increase Holdings), (which ii) no existing Lender shall be required to provide any portion of any Commitment Increase, (iii) each Commitment Increase shall be in a minimum amount of $500,000,000 10,000,000 and in minimum increments of $10,000,000 above that amount1,000,000 in excess thereof, (iv) no more than three requests for a Commitment Increase may be made during the term of this Agreement and (v) the date on aggregate amount of all such Commitment Increases shall not exceed, collectively, $50,000,000 (which such increase amount shall be reduced on a dollar-for-dollar basis for the amount of the Aggregate Commitments in excess of $100,000,000 on the Closing Date). At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to become effective respond (which shall in no event be not less than 10 days nor more than 60 days after ten Business Days from the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt delivery of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower Lenders). Any such notice shall set forth the amount and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date terms of the Administrative Agent’s notice, either agree to increase its relevant Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase Increase requested by the Borrower, the Borrower Borrowers and to be agreed by any Lenders or Additional Lenders (as defined below) providing such Commitment Increase. The Borrowers may arrange for one or more banks or other entities financial institutions, each of which shall be reasonably satisfactory to the Administrative Agent and, with respect to Commitment Increases, the Swing Line Lenders and the L/C Issuers (any such bank or other entity financial institution being called an “Augmenting BankAdditional Lender”), which may include any Bankto provide a portion of the Commitment Increase, and each existing Lender shall be afforded an opportunity, but shall not be required, to extend Bank Commitments or increase their existing Commitments provide a portion of such Commitment Increase. Each Additional Lender shall become a Lender hereunder pursuant to a joinder agreement in an aggregate amount equal form and substance reasonably satisfactory to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals and its counsel. As a condition precedent to any Commitment Increase, the Company shall not deliver to the Administrative Agent and the Lenders such information as may be unreasonably withheld or delayedrequested pursuant to Section 4.01(a)(xi), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as to the Administrative Agent shall reasonably specify a certificate of each Loan Party dated as of the effective date of any such Commitment Increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (a) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange forIncrease, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each in the case of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure Company, certifying that, before and after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrowersuch Commitment Increase, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by contained in Article V and the Borrower in Section 8 shall be other Loan Documents are true and correct in all material respects on and as of the effective date of any such Commitment Increase, except that (A) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (B) to the increase in Commitments with the same force extent that such representations and effect as if made on and as of such date (unless stated to relate solely warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such representations and warranties shall be earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects as of such earlier date), and (iiC) for purposes of this Section 2.15, the Borrower Debt Ratings assigned by S&P representations and ▇▇▇▇▇’▇ warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the Index Debt shall be equal most recent statements furnished pursuant to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date clauses (after giving effect to the incurrence of the Commitment increase or Loans, as the case may bea) and (b), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each respectively, of the conditions set forth in the preceding clauses (i) Section 6.01, and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect no Default exists. No Commitment Increase shall increase the Letter of Credit Sublimit or the Swing Line Sublimit without the written consent of the L/C Issuers or the Swing Line Lenders, as applicable. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentcontrary.

Increase in Commitments. (ai) The Borrower Company may, no more than once a year, by written notice to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit LG-1, given not request the Lenders to increase the Aggregate Commitments, which notice shall be accompanied by the resolutions of the board of directors of the Company approving such increase certified by the Secretary or an Assistant Secretary of the Company; provided that in no event shall the Aggregate Commitments be increased by more than 10 days US$300,000,000 in the aggregate (for all increases pursuant to this Section 2.17) without the written consent of all Lenders. (ii) Any optional increase shall be permitted only if (i) no Default or Event of Default has occurred and is continuing and (ii) the Aggregate Commitments following such increase is a multiple of US$5,000,000. (iii) The Administrative Agent shall transmit any increase request to the Arrangers within one Business Day after its receipt thereof, who shall relay such increase request to each Lender within one Business Day after their receipt thereof. Each Lender will have the date option, in its sole discretion, to subscribe for its Pro Rata Share of such requested increase. The Lenders shall respond in writing to the Administrative AgentCompany’s notice, either agree request through the Arrangers within 15 Business Days by submitting a letter in the form of Attachment I to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does Exhibit G-1. Any Lender not deliver such a notice responding within such period of 10 days 15 Business Days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than participate in the increase requested request. At the option of the Company, any part of the increase not so subscribed may be assumed, within 20 Business Days of the Lenders’ response, by the Borrower, the Borrower may arrange for one or more banks existing Lenders or assumed by other entities (any such bank or other entity being called an “Augmenting Bank”)financial institutions designated by the Company and acceptable to each Lender, the Issuing Bank and the Administrative Agent, which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals consents shall not be unreasonably withheld or delayed)withheld, and the Borrower and each Augmenting Bank that is not an existing Bank shall execute upon submission of a joinder substantially letter in the form of Exhibit M or such other documentation as G-2, in the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in case of an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange forexisting Lender, or chooses not to arrange forExhibit G-3, Augmenting Banks. The Borrower and in the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds case of a new Loan, (ii) by causing Non-Increasing Banks party to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentAgreement.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, request (each such request, a “Commitment Increase Request”) that the total Commitments Total Commitment be increased by an aggregate amount not to exceed $1,500,000,000; 45,000,000 such that the aggregate Total Commitment is not more than $175,000,000 after giving effect to all such increases from the Amendment No. 3 Effective Date until one year prior to the Facility Termination Date, provided that no Default or Event of Default has occurred and is continuing at the time of such Commitment Increase Request and on the date of any such increase. The Administrative Agent shall deliver a copy of such Commitment Increase Request to each Lender. The Borrower may not make more than 3 such requests. Such notice shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Commitment (which shall be in a minimum amount of $500,000,000 5,000,000 and in minimum increments thereafter of $10,000,000 above that amount5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 days 20 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be on or at least 385 days prior to the Commitment Facility Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Commitment Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of delivery by the Administrative AgentAgent of the Borrower’s noticeCommitment Increase Request, either agree to increase its Commitment by all or a portion of the offered amount (each Bank such Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (Commitment and each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In If at the event thatend of the 10 Business Day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if such Increasing Lenders offer to increase their Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Commitment Percentage. If, on the 10th day 11th Business Day after the Administrative Agent shall have delivered a notice pursuant copy of a request by the Borrower to the second sentence of this paragraphLenders as set forth above, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment so requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”)that are Eligible Assignees, which may include any Bank, in each case reasonably acceptable to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayedeach such person so agreeing being an “Augmenting Lender”), to commit to making Loans pursuant to a Commitment hereunder in an amount no less than $5,000,000, and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting BankLender’s Commitment and/or its status as a Bank Lender hereunder. Any such increase in the Total Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, that after giving effect to any increase in the Total Commitment pursuant to this Section 2.84.4(b), the outstanding Loans (if any) are held by the Banks Lenders in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.Commitment

Increase in Commitments. (a) The Borrower maymay on one occasion at any time not later than three months prior to the Maturity Date, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount that will not result in the total Commitments under this Agreement exceeding $500,000,000 minus the amount of any reduction of the Commitments pursuant to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requestsSection 2.08. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 30 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 30 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th 30th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower Administrative Agent may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct and no Default shall have occurred and be continuing or will result from continuing, and the increase in Commitments as set forth herein Administrative Agent shall have received a certificate to that effect dated such date and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (iii) following any such increase pursuant to this Section, no Lender shall have a compliance certificate certifying Commitment representing more than 30% of the total Commitments. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to Section 2.05(a) (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Lender’s Applicable Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment increase or Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans, as . The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the case may be) as Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JBanks), request that the total Commitments be increased by an amount not less than $25,000,000 for any such increase and not greater than $250,000,000 minus the aggregate amount not to exceed $1,500,000,000; provided that of prior or simultaneous increases of the Borrower may not make more than 3 such requestsCommitments under this Agreement and the 364-Day Agreement. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 45 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 20 days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”"INCREASING BANK") or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non"NON-Increasing Bank”INCREASING BANK"). In the event that, on the 10th 20th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this paragraph (a) being called an “Augmenting Bank”"AUGMENTING BANK"), which may include any Bank, to extend Bank Commitments or increase their its existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank, if not already a Bank that is not an existing Bank -------- hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank hereunder. Any such increase may be made Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Bank) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (Ab) no Default and (c) of Section 3.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Banks) documents consistent with those delivered under clauses (b) and (c) of Section 3.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (b) On the effective date (the "INCREASE EFFECTIVE DATE") of any increase in the total Commitments pursuant to paragraph (a) above (the "COMMITMENT INCREASE"), (i) the aggregate principal amount of the Loans outstanding (the "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Bank and each Augmenting Bank that shall have been a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory Bank prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Bank's Applicable Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Bank's Applicable Percentage (calculated without giving effect to the Commitment increase or Increase) multiplied by (2) the amount of the Initial Loans, as (iii) each Augmenting Bank that shall not have been a Bank prior to the case may beCommitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) as such Augmenting Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the last day of the most recently completed Fiscal Quarter with respect to whichSubsequent Borrowings, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall have received all fees pay to be mutually agreed each Non- Increasing Bank the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans in the currency or currencies, and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative AgentAgent in accordance with Section 2.02, (vi) each Non-Increasing Bank, each Increasing Bank and each Augmenting Bank shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Bank and each Non-Increasing Bank any and all accrued but unpaid interest on the Initial Loans.

Increase in Commitments. (a) The Borrower mayProvided there exists no Default, by written upon notice to the Administrative Agent in substantially (which shall promptly notify the form of Exhibit JLenders), ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may from time to time, subsequent to the Amendment No. 3 Effective Date, request that an increase in the total Aggregate Commitments be increased by an aggregate amount not to exceed exceeding $1,500,000,000300 million either by having a Lender increase its Commitment then in effect or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that the Borrower may not make more than 3 (i) any such requests. Such notice shall set forth the amount of the requested request for an increase (which shall be in a minimum amount of $500,000,000 10 million, except in the case of the final request, which may be for the entire remaining amount, (ii) ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may make a maximum of five such requests, and in minimum increments of $10,000,000 above that amount(iii) and the date on which such increase may take the form of incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such notice in the case of any request for increases in the Commitment of any existing Lender, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to become effective respond (which shall in no event be not less than 10 days nor more than 60 days after ten Business Days from the date of delivery of such notice and which, in any event, must be on or prior to the Commitment Termination DateLenders). Upon the receipt of such request by the Administrative Agent, Each Lender shall notify the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each within such Bank the opportunity time period whether or not it agrees to increase its Commitment or extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its applicable Pro Rata Share of the proposed increased amountsuch requested increase. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given Any Lender not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining Commitment or being deemed to have declined being a “Non-Increasing Bank”)extend incremental term loans hereunder. In the event that, on the 10th day after the The Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and notify ▇▇▇▇▇’▇▇-▇▇▇▇▇▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as International and each Lender of the Effective Date (after giving effect Lenders’ responses to the incurrence of the Commitment increase or Loans, as the case each request made hereunder. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably also invite additional Eligible Assignees satisfactory to the Administrative AgentAgent (acting reasonably) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, become Lenders pursuant to Section 9.1a joinder agreement in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent and their respective counsel. Any new Lender becoming a party hereto pursuant to this Section 2.15 shall have received all fees (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to be mutually agreed between the Borrower and the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Increase in Commitments. (a) The Subsequent to the Effective Date, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, by written on one or more occasions, upon notice to the Administrative Agent in substantially (which shall promptly provide a copy of such notice to the form of Exhibit JBanks), request that propose to increase the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided 100,000,000 in the aggregate of all such increases pursuant to this Section 2.18 (that is, the Borrower may Commitments shall not make more than 3 such requests. Such notice shall set forth exceed $200,000,000) (the amount of any such increase, the requested "Increased Commitments"). No such increase (which in the Commitments shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after $10,000,000. Following the date delivery of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agentnotice, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to and the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree shall cooperate with each other to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for obtain commitments from one or more banks or other entities financial institutions (which may be, but need not be, one or more of the existing Banks) to (i) in the case of any such bank or other entity being called financial institution that is an “Augmenting existing Bank”, increase its Commitment and (ii) in the case of any other such bank or other financial institution (an "Additional Bank"), which become a party to this Agreement. Each existing Bank shall confirm in writing as to whether or not it will agree to increase its Commitment within fifteen (15) Business Days of receipt of a written request therefor from the Administrative Agent. No bank or other financial institution may include any Bank, become an Additional Bank unless it would be permitted to extend Bank be an Assignee pursuant to Section 9.6(c). The sum of the increases in the Commitments or increase their of the existing Banks pursuant to this subsection (a) plus the Commitments of the Additional Banks shall not in an the aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an exceed $100,000,000. No existing Bank shall be subject required to increase its Commitment in connection with an increase in the prior written approval amount of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify Commitments pursuant to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsthis Section 2.18. (b) Each Any increase in the amount of the parties hereto hereby agrees that Commitments pursuant to this Section 2.18 shall become effective upon the receipt by the Administrative Agent of an agreement in the form and substance satisfactory to the Administrative Agent signed by the Borrower, CESRRI, by each Additional Bank and by each existing Bank, setting forth the new Commitments of the Additional Banks and the existing Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments (including authorization of payment to the Banks and the Administrative Agent of any costs or fees which may be incurred under Section 2.13 hereof in connection with the reallocation of outstanding Loans) and supporting legal opinions as the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8request. To the extent necessary, the outstanding Loans (if any) are held existing Notes shall be replaced and new Notes shall be executed and delivered. Upon receipt by the Banks Administrative Agent of a fully executed agreement in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date2.18(b), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying prepare replacements of Schedules I and showing (in reasonable detail II reflecting the new Commitment, if applicable, for each existing Bank and with appropriate calculations Additional Bank, which replacements of Schedules I and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, II shall be delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent to each existing Bank and Additional Bank and shall have received thereafter constitute Schedules I and II to this Agreement for all fees to be mutually agreed between the Borrower and the Administrative Agentpurposes.

Increase in Commitments. (a) The Parent Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total aggregate Revolving Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00010,000,000 for any such increase; provided that after giving effect to any such increase the Borrower may sum of the total Revolving Commitments shall not make more than 3 such requestsexceed $100,000,000. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the Revolving Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Revolving Commitment by its applicable Pro Rata Share such Lender’s Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Parent Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of the Administrative AgentParent Borrower’s notice, either agree to increase its applicable Revolving Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its applicable Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day Business Day after the Administrative Agent Parent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have declined or agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Parent Borrower, the Parent Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank provide Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower Borrowers and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Bank’s Commitment Lender and/or its status as a Bank Lender hereunder. Any such increase in the aggregate Revolving Commitments may be made in an amount that which is less than the increase requested by the Parent Borrower if the Parent Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower may, may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Termination Date, an increase to the existing Revolving Commitments and/or (y) the establishment of one or more new term loan Commitments in substantially addition to the form Tranche B-1 Term Commitments established on the Restatement Effective Date (each, an “Incremental Term Loan Commitment”) by an amount not in excess of Exhibit J$750,000,000 in the aggregate (for both of clauses (x) and (y)) and not less than $100,000,000 individually. Each such notice shall specify (i) the date (each, request an “Increase Effective Date”) on which Borrower proposes that the total increased or new Commitments shall be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (effective, which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and date not fewer than 10 Business Days after the date on which such increase notice is requested delivered to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly and (ii) the identity of each Assignee to each Bank substantially in the form whom Borrower proposes any portion of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower or new Commitments be allocated and the Administrative Agent substantially in the form amounts of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree such allocations; provided that any existing Lender approached to increase its Commitment by provide all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) increased or decline to increase new Commitments may elect or decline, in its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Banksole discretion, to extend Bank Commitments provide such increased or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsnew Commitment. (b) Each The increased or new Commitments shall become effective, as of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure such Increase Effective Date; provided that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, : (i) by requiring each of the outstanding Loans to conditions set forth in Section 5.2 shall be prepaid with the proceeds of a new Loan, satisfied; (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will would result from the borrowings to be made on the Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Commitments as set forth herein and (B) Debt resulting from the representations and warranties made consummation of any acquisition permitted by the Borrower in Section 8 shall be true and correct on and this Agreement concurrently with such borrowings as of the date of the increase in Commitments with most recent financial statements delivered pursuant to Section 6.1(b) or (c), the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties Borrower shall be true in compliance with each of the covenants set forth in Section 7.16; (iv) the Borrower shall make any payments required pursuant to Section 2.20 in connection with any adjustment of Revolving Loans pursuant to Section 2.24(d); and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (c) The terms and correct provisions of Loans made pursuant to the new Commitments shall be as follows: (i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in all respects as the Increase Joinder, identical to the Tranche B-1 Term Loans (it being understood that Incremental Term Loans may be part of such earlier datean existing tranche of Term Loans), ; (ii) the Borrower Debt Ratings assigned by S&P all terms and ▇▇▇▇▇’▇ provisions (including maturity date) of Revolving Loans made pursuant to new Commitments shall be identical to the Index Debt existing Revolving Loans; (iii) the weighted average life to maturity of all new term loans under Incremental Term Loan Commitments shall be equal no shorter than the weighted average life to or better than their respective ratings of such Borrower’s Index Debt in effect as maturity of the existing Tranche B-1 Term Loans; (iv) the maturity date of Incremental Term Loans shall not be earlier than the Tranche B-1 Term Loan Maturity Date; and (v) the Applicable Margins for the new term loans under Incremental Term Loan Commitments shall be determined by Borrower and the applicable new Lenders; provided, however, that the Applicable Margins for the new term loans under Incremental Term Loan Commitments shall not be greater than the highest Applicable Margins that may, under any circumstances, be payable with respect to Tranche B-1 Term Loans plus 50 basis points (and the Applicable Margins applicable to the Tranche B-1 Term Loans shall be increased to the extent necessary to achieve the foregoing). The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.24. (d) To the extent the Commitments being increased on the relevant Increase Effective Date are Revolving Commitments, then each of the Revolving Lenders having a Revolving Commitment prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Commitment on the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in LC Obligations and Swingline Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in LC Obligations and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such increased Revolving Commitments. (e) On any Increase Effective Date on which new Commitments for term loans under Incremental Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a new Term Loan to the Borrower in an amount equal to its new Commitment. (f) The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from Section 10 hereof and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the incurrence establishment of the Commitment increase any such class of Term Loans or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of any such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentnew Commitments.

Increase in Commitments. (a) The Borrower maymay at any time or from time to time after the Effective Date, by written notice to the Administrative Agent in substantially (whereupon the form Administrative Agent shall promptly deliver a copy to each of Exhibit Jthe Lenders), request that (x) one or more new commitments which may be of the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the Borrower may not make “Incremental Term Loans”), or (y) one or more than 3 such requests. Such notice shall set forth increases in the amount of the requested increase Revolving Commitments (each such increase, a “Revolving Commitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”), provided that (i) at the time of each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, such representations shall be limited to the Specified Representations (as defined in the Existing Credit Agreement, which shall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction) ), (ii) no Lender shall be obligated to provide an Incremental Facility as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall not be obligated to fund any Incremental Facility, (iii) any Lender may so provide an Incremental Facility without the consent of any other Lender, (iv) Incremental Facilities shall be denominated in dollars, (v) the Incremental Loan Commitment Requirements shall have been satisfied, and (vi) the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall be in a minimum aggregate amount of $500,000,000 5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of (the “Incremental Cap”): (i) $75,000,000 plus (ii) an amount so long as, in the case of this clause (ii), the First Lien Net Leverage Ratio would not exceed 0.25:1.00 below the First Lien Net Leverage Ratio on the First Amendment Effective Date, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any such Incremental Facility is secured on a first lien basis, whether or not so secured (and, in minimum increments the case of $10,000,000 above any Revolving Commitment Increase, assuming a full drawing of such Revolving Commitment Increase). The amount of such Incremental Facility together with any Incremental Equivalent Debt shall not exceed the Incremental Cap. (b) The Incremental Term Loans (i) shall rank pari passu in right of payment and pari passu or junior (subject to an intercreditor agreement reasonably satisfactory in form and substance to the Administrative Agent) with respect to security with the existing Term Loans, shall not be guaranteed by any Person that amounthas not guaranteed the existing Term Loans and shall not be secured by assets other than Collateral; (ii) shall mature on such date and amortize on such schedule as each may be agreed by the Borrower and the Lenders providing such Incremental Term Loan, provided that, as of the date of incurrence, no Incremental Term Loan shall mature earlier than the Term Maturity Date and, as of the date of incurrence, each Incremental Term Loan shall have a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the existing Term Loans; (iii) except with respect to the applicable interest rate (subject to clause (e) below) and as set forth in this clause (b), shall be on terms and pursuant to documentation determined by the Borrower and the Additional Lenders providing the Incremental Term Loans, (iv) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except in respect of any voluntary prepayments of any Class of Loans with an earlier maturity date than any other Class of Loans)) in any voluntary or mandatory prepayments of Loans hereunder; and (v) may include any Previously Absent Financial Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the benefit of each Class (provided, however, that if (x) the documentation governing any Incremental Facility that includes a Previously Absent Financial Covenant in respect of and for the benefit of an Incremental Revolving Commitment only and (y) such Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the benefit of a Class of Revolving Loans (and not any Class of Term Loans), the Previously Absent Financial Covenant shall only be required to be included in this Agreement for the benefit of Revolving Loans); provided that (x) the terms and conditions applicable to the Incremental Loans may also include any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof so long as such additional covenants or other provisions are applicable only during periods after the latest Maturity Date for the Term Loans in effect on the date the Incremental Loans are issued, incurred or obtained or the date on which all non-refinanced Obligations are paid in full and (y) to the extent such increase is requested terms and documentation are not consistent with the existing Term Loans (except with respect to become effective (which the applicable interest rate, upfront fees, original issue discount or similar fees and as otherwise set forth in this paragraph), such terms and documentation shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior reasonably satisfactory to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent; provided, the Administrative Agent further, that (x) any Incremental Term Loans that rank pari passu in right of security and are issued pursuant to an agreement other than this Agreement shall give notice promptly to each Bank substantially be in the form of Exhibit Knotes and not loans and (y) to the extent such Incremental Term Loans rank junior with respect to security with the existing Term Loans, which such Incremental Term Loans shall be subject to an intercreditor arrangement reasonably satisfactory to the Administrative Agent. (c) Each notice will offer each such Bank from the opportunity Borrower pursuant to increase its Commitment by its applicable Pro Rata Share this Section 2.23 shall set forth the requested amount and proposed terms of the proposed increased amountrelevant Incremental Facility. Each such Bank shallIncremental Term Loans may be made, and Revolving Commitment Increases may be provided, by notice to any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Borrower and the Administrative Agent substantially and, in the form case of Exhibit La Revolving Commitment Increase, given the Issuing Bank and each Swingline Lender shall have consented (such consents not more than 10 days after the date to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases, as applicable. Commitments in respect of the Administrative Agent’s notice, either agree Incremental Facilities shall become effective pursuant to increase its Commitment by all or a portion of the offered amount an amendment (each Bank so agreeing being an “Increasing BankIncremental Facility Agreement”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event thatthis Agreement and, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphas appropriate, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Incremental Facilities, if any, each Additional Lender, if any, and the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed). The Incremental Facility Agreement 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 the Borrower may arrange for one or more banks or other entities (to effect the provisions of this Section 2.22. The effectiveness of any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank Incremental Facility Agreement shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in Section 4.02 (other than as set forth in clause (a) of this Section 2.23) and such other conditions as the preceding clauses parties thereto shall agree. (d) The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees in writing. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.23, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) have been satisfied participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Credit Commitment. In addition, (x) each of the Revolving Credit Lenders immediately prior to such increase shall assign to each Revolving Commitment Increase Lender and (B) each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans outstanding on a historical pro forma basis (such Incremental Facility Agreement closing date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Credit Lenders and Revolving Commitment Increase Lender ratably in accordance with their Revolving Credit Commitments after giving effect to the incurrence addition of the such Revolving Commitment increase or LoansIncreases, as the case may be(y) as of the last day of the most recently completed Fiscal Quarter each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (z) each Incremental Revolving Credit Lender shall become a Lender with respect to whichthe Incremental Revolving Credit Commitments and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to Section 9.1the immediately two preceding sentences so long as the Revolving Lenders and Term Lenders do not receive less than pro rata treatment. (e) The All-In Yield applicable to the Incremental Facility, financial statements have beenthat is secured on a pari passu basis with the Obligations, or are required to have been, delivered shall be determined by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the applicable lenders and shall be set forth in each applicable Incremental Facility Agreement; provided, however, that (A) with respect to any Incremental Facility, the All-In Yield applicable to such Incremental Facility shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Loans existing at such time plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Adjusted LIBO Rate floor or Alternate Base Rate floor) with respect to such Loans is increased so as to cause the then applicable All-In Yield under this Agreement on such Loans to equal the All-In Yield then applicable to the Incremental Facility minus 50 basis points; provided that any increase in All-In Yield to any Loan due to the application or imposition of a Adjusted LIBO Rate floor or Alternate Base Rate floor on any Incremental Facility shall be effected solely through an increase in (or implementation of, as applicable) of a Adjusted LIBO Rate floor or Alternate Base Rate floor for such Loan. For the avoidance of doubt this clause (e) shall not apply to Incremental Equivalent Debt incurred in compliance with clause (f) below. (f) The Borrower may, upon notice to the Administrative Agent., at any time or from time to time after the Effective Date, issue, incur or otherwise obtain Indebtedness of the Borrower (and any refinancing thereof) in respect of one or more series of senior or subordinated notes (which may be unsecured or secured on a pari passu or junior lien basis with the Obligations under the initial Loans), in each case issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, or senior or subordinated mezzanine Indebtedness (which may be in the form of loans or notes and limited to being unsecured or secured solely on a junior lien basis), in each case, that are issued or made in lieu of Incremental Facility (the “Incremental Equivalent Debt”); provided that (i) if such Incremental Equivalent Debt is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of any Loan Party or any Restricted Subsidiary other than any asset constituting Collateral and such Incremental Equivalent Debt shall not be subject to any guarantee by any Person other than the Loan Guarantors, (ii) if such Incremental Equivalent Debt is (x) secured on a pari passu or junior basis with the Obligations under the initial Loans, then such Incremental Equivalent Debt shall be subject to an intercreditor agreement that is reasonably satisfactory, in form and substance, to the Administrative Agent and the Borrower or (y) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a lien subordination and intercreditor arrangement reasonably satisfactory, in form and substance, to the Administrative Agent and the Borrower, (iii) such Incremental Equivalent Debt (A) shall have a final maturity date which is no earlier than ninety-one (91) days after the Latest Maturity Date then existing and (B) shall not have a Weighted Average Life to Maturity which is shorter than the Weighted Average Life to Maturity of the then existing Term Loans, (iv) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied first or pro rata to the Loans and any first lien secured incremental notes required to be secured on a first lien basis and except with respect to customary “AHYDO catch-up payments”, customary offers to repurchase and prepayment events upon a change of control and a customary acceleration right after an event of default), (v) except as otherwise set forth in this clause (f), such Incremental Equivalent Debt shall have covenants and defaults no more restrictive (excluding pricing and optional prepayment or redemption terms), when taken as a whole, than those with respect to the initial Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the Loan) and such terms and conditions shall be current market t

Increase in Commitments. (a) The Borrower mayshall have the right exercisable 5 times, by written upon at least 10 Business Days’ notice to the Administrative Agent and the Lenders, to request (i) increases in substantially the form Revolving Commitments or (ii) the making of Exhibit J, request that additional Term Loans (the total Commitments be increased “Additional Term Loans”) by an up to $750,000,000 to a maximum aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase 1,600,000,000 (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior reduced to the Commitment Termination Date). Upon extent Borrower has terminated or reduced the receipt of such request Revolving Commitments) by the Administrative Agent, the Administrative Agent shall give notice promptly either adding new lenders as Lenders (subject to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that identity of any such new lender if it is not an existing Bank Eligible Assignee) or obtaining the agreement, which shall execute a joinder substantially be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the form Commitments or the making of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunderAdditional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Any such increase Such increases may be made increases in an amount that is less than Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that Revolving Commitments or the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to making of Additional Term Loans under this Section 2.8is subject to the following conditions precedent: (x) no Default or Unmatured Default has occurred, the outstanding Loans (if any) are held by the Banks is then continuing or shall be in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to existence on the effective date of such assignment increase of Revolving Commitments or making of Additional Term Loans, (iiiy) by any combination the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, except to the extent any such representation or warranty is stated to relate solely to an earlier date (A) no Default in which case such representation or warranty shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be been true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents, and (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iiiz) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a compliance certificate certifying copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and showing (all documentation and opinions as the Administrative Agent may reasonably request, in reasonable detail form and with appropriate calculations and computations in all respects reasonably substance satisfactory to the Administrative Agent) that . In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Parent and the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty, respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (A) each of the conditions set forth or in the preceding clauses case of an existing Revolving Lender, increases its Revolving Commitment) (iand as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence increase of the Commitment increase or Revolving Commitments) of any outstanding Revolving Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect by making available to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be mutually agreed between purchased by such Lender, plus (B) the Borrower aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the Administrative Agentoutstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,000 without the approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00025,000,000 for any such increase; provided that after giving effect to any such increase the Borrower may sum of the total Commitments shall not make more than 3 such requestsexceed $150,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent and each Issuing Bank (which approvals shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the parties hereto hereby agrees that Types and for the Administrative Agent may take any Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and all actions as may be reasonably necessary to ensure thatthe Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to any increase the Commitment Increase). The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto. (c) Increases and new Commitments created pursuant to this Section 2.8, 2.20 shall become effective on the outstanding Loans (if any) are held date specified in the notice delivered by the Banks in accordance Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion consent of the Administrative Agent, following consultation with the Borrower, Agent (i) by requiring the outstanding Loans such consent not to be prepaid with unreasonably withheld), extend such date by up to 30 days by delivering written notice to the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not Administrative Agent no less than all principal and interest and fees accrued as to such Loans up three Business Days prior to the effective date specified in the notice delivered by the Borrower pursuant to the first sentence of such assignment or paragraph (iiia) by any combination of the foregoing. Any prepayment or assignment described in this clause above. (bd) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section 2.8 unless unless, (i) on the date of such increase, the conditions set forth in paragraphs (Aa) no Default and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent4.01.

Increase in Commitments. (a) The Borrower mayCompany may on one or more occasions, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an amount not less than $50,000,000; PROVIDED that the aggregate amount of all increases in the Commitments under this Section shall not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 200,000,000. Each such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments, and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower Company and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of the Administrative Agent’s Company's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing Bank”"INCREASING LENDER") or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non"NON-Increasing Bank”INCREASING LENDER"). In the event that, on the 10th day Business Day after the Administrative Agent Company shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the BorrowerCompany, the Borrower Company may arrange for one or more banks or other entities (any Persons(any such bank or other entity Person being called an “Augmenting Bank”"AUGMENTING LENDER"), which may include any BankLender, to extend Bank Commitments Commitments, or increase their existing Commitments Commitments, as the case may be, in an aggregate amount equal to the unsubscribed amount; provided, however, PROVIDED that each Augmenting Bank that is Lender, if not already a Lender hereunder or an existing Bank Affiliate of such a Lender or an Approved Fund, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower Borrowers and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Bank’s Commitment Lender and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the "INCREASE EFFECTIVE DATE") of any increase in the total Commitments pursuant to this Section (the "COMMITMENT INCREASE"), (i) the aggregate principal amount of the parties hereto hereby agrees Loans outstanding (the "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent may take any and all actions as may be reasonably necessary in same day funds an amount equal to ensure that, the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase), multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase), multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the excess of (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, over (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the applicable Borrowers shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the applicable Borrowers shall pay each Increasing Lender and each Non-Increasing Lender any increase and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.17 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Commitments pursuant to this Section 2.8, shall become effective on the outstanding Loans (if any) are held date specified in the notice delivered by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up Company pursuant to the effective date first sentence of such assignment or paragraph (iiia) by any combination of the foregoing. Any prepayment or assignment described in this clause above. (bd) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section 2.8 unless unless, (i) on the date of such increase, the conditions set forth in paragraphs (Ab) no Default and (c) of Section 3.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by the increase in Commitments as set forth herein chief financial officer of the Company, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (if) and (iih) have been satisfied of Section 3.01 as to the corporate power and (B) on a historical pro forma basis (authority of the applicable Borrowers to borrow hereunder after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentincrease.

Increase in Commitments. (a) The Borrower mayCompany may on one or more occasions, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Revolving Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00025,000,000; provided that the Borrower may aggregate amount of the increases in the Revolving Commitments shall not make more than 3 such requestsexceed $250,000,000. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Revolving Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank applicable Lender shall, by notice to the Borrower Company and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of the Administrative AgentCompany’s notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being called an “Increasing BankLender”) or decline to increase its applicable Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being called a “Non-Increasing BankLender”). In the event that, on the 10th day Business Day after the Administrative Agent Company shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the BorrowerCompany, the Borrower Company may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent Agent, the Issuing Bank and the Swingline Lender (which approvals approval shall not be unreasonably withheld or delayedwithheld). The Company, and the Borrower each Increasing Lender and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or and deliver such incremental commitment agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Increasing Lender or Augmenting Bank’s Commitment Lender and/or its status as a Bank Lender hereunder. Any such increase in the total Revolving Commitments may be made in an amount that which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed less than $1,500,000,0005,000,000 for any such increase; provided that after giving effect to any such increase the Borrower may sum of the total Commitments shall not make more than 3 such requestsexceed $285,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.07. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “"Increasing Bank”Lender") or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “"Non-Increasing Bank”Lender"). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may may, by written notice to the Administrative Agent, request the Administrative Agent to arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause being called an “"Augmenting Bank”Lender"), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower Borrower, and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to this Section 2.18 (the "Commitment Increase"), (i) the aggregate principal amount of the parties hereto hereby agrees loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent may take any and all actions as may be reasonably necessary in same day funds an amount equal to ensure that, the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any increase and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.14 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Commitments created pursuant to this Section 2.8, 2.18 shall become effective on the outstanding Loans (if any) are held date specified in the notice delivered by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up Borrower pursuant to the effective date first sentence of such assignment or paragraph (iiia) by any combination of the foregoing. Any prepayment or assignment described in this clause above. (bd) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a New Lender shall become effective under this Section 2.8 unless unless, (i) on the date of such increase, the conditions set forth in paragraphs (Aa) no Default and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied of Section 4.01 as to the corporate power and (B) on a historical pro forma basis (authority of the Borrower to borrow hereunder after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentincrease.