Common use of Increase in Total Commitments Clause in Contracts

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right to request an increase of the then outstanding Domestic Commitments by such amount as would cause the Domestic Total Commitments not to exceed in the aggregate (A) $2,500,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or after the Effective Date), and (ii) the Canadian Borrower shall have the right to request an increase of the then outstanding Canadian Commitments to an amount not to exceed the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested Commitment Increase; provided that, to the extent existing Lenders and Persons approached by the Lead Borrower have declined to provide the requested Commitment Increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase requested by the Lead Borrower and/or the Canadian Borrower (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicable, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) each Additional Commitment Lender which is a Canadian Lender shall be in compliance with the provisions of SECTION 2.23(j). Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in a minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof. Each Additional Commitment Lender agreeing to provide a Commitment Increase pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Date, and (ii) shall otherwise be on the same terms as set forth in, and be entitled to the benefits of, this Agreement and the other Loan Documents.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so So long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right right, from time to time, to request an increase of the then outstanding Domestic Total Commitments by an aggregate amount (for all such amount as would cause the Domestic Total Commitments requests) not to exceed in the aggregate exceeding (Ai) $2,500,000,000 minus 150,000,000, plus (Bii) the then outstanding Canadian Commitments (after taking into effect an amount equal to the amount of the Commitment of any increases Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to reflect any pro rata decrease in the Canadian Total Commitments requested pursuant to this SECTION 2.02(a) on or Section 2.17 hereof which occurred after such termination (the Effective Date)foregoing, individually, an “Increase Option”, and collectively, the “Increase Options”). Any such request with respect to an Increase Option shall be first made to all existing Lenders on a pro rata basis. At the time of sending such request, the Lead Borrower (iiin consultation with the Administrative Agent) shall specify the Canadian Borrower time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. To the right extent that the existing Lenders decline to request an increase of the then outstanding Canadian their Commitments, or decline to increase their Commitments to an the amount not to exceed the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested Commitment Increase; provided that, to the extent existing Lenders and Persons approached by the Lead Borrower have declined to provide the requested Commitment IncreaseBorrower, the Administrative Agent, in consultation with the Lead Borrower, will use its commercially reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase increase in the Total Commitments requested by the Lead Borrower and/or and not accepted by the Canadian Borrower existing Lenders (each such increase by either meansincrease, individually, a “Commitment Increase,” ”, and collectively, the “Commitment Increases”; each Person issuing, or Lender increasing, its CommitmentCommitment in accordance with the terms of this clause (b), individually, an “Additional Commitment Lender”, and collectively, the “Additional Commitment Lenders”); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicableBorrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Lead Issuing Banks Bank and the Lead Borrower (which approval shall not be unreasonably withheldwithheld or delayed), and (iii) each Commitment Increase shall be in integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in consultation with the Lead Borrower), at no time shall the Commitment of any Additional Commitment Lender which is not an existing Lender be less than $10,000,000.00. (c) No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied: (i) If an Additional Commitment Lender is not an existing Lender, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such arrangement fees to MLPFS or its Affiliates as the Lead Borrower and the Administrative Agent and MLPFS may agree; (iii) The Borrowers shall deliver to the Administrative Agent and the Lenders certificates of the Secretary or Assistant Secretary of each Borrower attaching a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing under such Commitment Increase and certifying that such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at any time and provide for borrowings under Commitment Increases from time to time requested; (iv) A Note will be issued at the Borrowers’ expense, to each such Additional Commitment Lender that requests a Note, to be in conformity with requirements of Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; (v) No Default or Event of Default shall exist at the time of, or arise from, any Commitment Increase; and (vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Canadian Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption form withholding tax with respect to payments made to such Additional Commitment Lender. (d) The Administrative Agent shall promptly notify each Lender shall be in compliance with as to the provisions effectiveness of SECTION 2.23(j). Each each Commitment Increase (other than any with each date of such effectiveness being referred to herein as a “Commitment Increase made on Date”), and at such time (i) the Effective Date) Total Commitments under, and for all purposes of, this Agreement shall be in a minimum increased by the aggregate amount of at least $25,000,000 such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments. (e) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in integral multiples this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of $5,000,000 in excess thereof. Each certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lender agreeing Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to provide a the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Increase Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination DateSection 2.2), and (ii) the Borrowers shall otherwise be on the same terms as set forth in, and be entitled pay to the benefits ofLenders any Breakage Costs in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the Obligations of the Borrowers provided for in this Section 2.2, this Agreement the Administrative Agent and the other Loan DocumentsLenders agree that they will use their best efforts to attempt to minimize any Breakage Costs which the Borrowers would otherwise incur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right to request an increase of the then outstanding Domestic Commitments (which Commitment Increase may take the form of a term loan tranche) by such amount as would cause the Domestic Total Commitments not to exceed in the aggregate (A) $2,500,000,000 3,000,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or after the Effective Date), minus (C) all outstanding Tranche A-1 Loans, and (ii) the Canadian Borrower shall have the right to request an increase of the then outstanding Canadian Commitments to an amount not to exceed the Canadian Total Commitment Increase AmountAmount (which Commitment Increase may take the form of a term loan tranche). The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested Commitment Increase; provided that, to the extent existing Lenders and Persons approached by the Lead Borrower have declined to provide the requested Commitment Increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase requested by the Lead Borrower and/or the Canadian Borrower (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicable, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) each Additional Commitment Lender which is a Canadian Lender shall be in compliance with the provisions of SECTION 2.23(j). Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in a minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof. Each Additional Commitment Lender agreeing to provide a Commitment Increase pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Date, and (ii) shall otherwise be on the same terms as set forth in, and be entitled to the benefits of, this Agreement and the other Loan Documents.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so So long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right right, from time to time, to request an increase of the then outstanding Domestic Total Commitments by an aggregate amount (for all such amount as would cause requests) not exceeding (i) $150,000,000the greater of (a) $250,000,000 and (b) the Domestic excess of the Borrowing Base at such time over the sum of the then-effective Total Commitments not at such time, plus (ii) an amount equal to exceed in the aggregate (A) $2,500,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of the Commitment of any increases Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to reflect any pro rata decrease in the Canadian Total Commitments requested pursuant to this SECTION 2.02(a) on or Section 2.17 hereof which occurred after such termination (the Effective Date)foregoing, individually, an “Increase Option”, and collectively, the “Increase Options”). Any such request with respect to an Increase Option shall be first made to all existing Lenders on a pro rata basis. At the time of sending such request, the Lead Borrower (iiin consultation with the Administrative Agent) shall specify the Canadian Borrower time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. To the right extent that the existing Lenders decline to request an increase of the then outstanding Canadian their Commitments, or decline to increase their Commitments to an the amount not to exceed the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested Commitment Increase; provided that, to the extent existing Lenders and Persons approached by the Lead Borrower have declined to provide the requested Commitment IncreaseBorrower, the Administrative Agent, in consultation with the Lead Borrower, will use its commercially reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase increase in the Total Commitments requested by the Lead Borrower and/or and not accepted by the Canadian Borrower existing Lenders (each such increase by either meansincrease, individually, a “Commitment Increase,” ”, and collectively, the “Commitment Increases”; each Person issuing, or Lender increasing, its CommitmentCommitment in accordance with the terms of this clause (b), individually, an “Additional Commitment Lender”, and collectively, the “Additional Commitment Lenders”); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicableBorrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Lead Issuing Banks Bank and the Lead Borrower (which approval shall not be unreasonably withheldwithheld or delayed), and (iii) each Commitment Increase shall be in integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in consultation with the Lead Borrower), at no time shall the Commitment of any Additional Commitment Lender which is not an existing Lender be less than $10,000,000.00. (c) No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied: (i) If an Additional Commitment Lender is not an existing Lender, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such arrangement fees to MLPFSthe Administrative Agent or its Affiliates as the Lead Borrower and the Administrative Agent and MLPFS may agree; (iii) The Borrowers shall deliver to the Administrative Agent and the Lenders certificates of the Secretary or Assistant Secretary of each Borrower attaching a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing under such Commitment Increase and certifying that such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at any time and provide for borrowings under Commitment Increases from time to time requested; (iv) A Note will be issued at the Borrowers’ expense, to each such Additional Commitment Lender that requests a Note, to be in conformity with requirements of Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; (v) No Default or Event of Default shall exist at the time of, or arise from, any Commitment Increase; and (vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Canadian Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption formfrom withholding tax with respect to payments made to such Additional Commitment Lender. (d) The Administrative Agent shall promptly notify each Lender shall be in compliance with as to the provisions effectiveness of SECTION 2.23(j). Each each Commitment Increase (other than any with each date of such effectiveness being referred to herein as a “Commitment Increase made on Date”), and at such time (i) the Effective Date) Total Commitments under, and for all purposes of, this Agreement shall be in a minimum increased by the aggregate amount of at least $25,000,000 such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments. (e) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in integral multiples this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of $5,000,000 in excess thereof. Each certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lender agreeing Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to provide a the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Increase Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination DateSection 2.2), and (ii) the Borrowers shall otherwise be on the same terms as set forth in, and be entitled pay to the benefits ofLenders any Breakage Costs in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the Obligations of the Borrowers provided for in this Section 2.2, this Agreement the Administrative Agent and the other Loan DocumentsLenders agree that they will use their best efforts to attempt to minimize any Breakage Costs which the Borrowers would otherwise incur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) At any time “From and from time to time on or after the FourthFifth Amendment Effective Date, so long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right right, from time to time, to request an increase of the then outstanding Domestic Total Commitments by an aggregate amount (for all such amount as would cause requests) not exceeding (i) the Domestic greater of (a) $150,000,000250,000,000 and (b) the excess of the Borrowing Base at such time over the sum of the then-effective Total Commitments not at such time, plus (ii) an amount equal to exceed in the aggregate (A) $2,500,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of the Commitment of any increases Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to reflect any pro rata decrease in the Canadian Total Commitments requested pursuant to this SECTION 2.02(a) on or Section 2.17 hereof which occurred after such termination (the Effective Date)​ ​ ​ foregoing, individually, an “Increase Option”, and collectively, the “Increase Options”). Any such request with respect to an Increase Option shall be first made to all existing Lenders on a pro rata basis. At the time of sending such request, the Lead Borrower (iiin consultation with the Administrative Agent) shall specify the Canadian Borrower time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. To the right extent that the existing Lenders decline to request an increase of the then outstanding Canadian their Commitments, or decline to increase their Commitments to an the amount not to exceed the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested Commitment Increase; provided that, to the extent existing Lenders and Persons approached by the Lead Borrower have declined to provide the requested Commitment IncreaseBorrower, the Administrative Agent, in consultation with the Lead Borrower, will use its commercially reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase increase in the Total Commitments requested by the Lead Borrower and/or and not accepted by the Canadian Borrower existing Lenders (each such increase by either meansincrease, individually, a “Commitment Increase,” ”, and collectively, the “Commitment Increases”; each Person issuing, or Lender increasing, its CommitmentCommitment in accordance with the terms of this clause (b), individually, an “Additional Commitment Lender”, and collectively, the “Additional Commitment Lenders”); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicableBorrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Lead Issuing Banks Bank and the Lead Borrower (which approval shall not be unreasonably withheldwithheld or delayed), and (iii) each Commitment Increase shall be in integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in consultation with the Lead Borrower), at no time shall the Commitment of any Additional Commitment Lender which is not an existing Lender be less than $10,000,000.00. (c) No Commitment Increase shall become effective unless and until each of the following conditions has been satisfied: (i) If an Additional Commitment Lender is not an existing Lender, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such arrangement fees to the Administrative Agent or its Affiliates as the Lead Borrower and the Administrative Agent may agree; (iii) The Borrowers shall deliver to the Administrative Agent and the Lenders certificates of the Secretary or Assistant Secretary of each Borrower attaching a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing under such Commitment Increase and certifying that such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at ​ ​ ​ any time and provide for borrowings under Commitment Increases from time to time requested; (iv) A Note will be issued at the Borrowers’ expense, to each such Additional Commitment Lender that requests a Note, to be in conformity with requirements of Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; (v) No Default or Event of Default shall exist at the time of, or arise from, any Commitment Increase; and (vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Canadian Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption from withholding tax with respect to payments made to such Additional Commitment Lender. (d) The Administrative Agent shall promptly notify each Lender shall be in compliance with as to the provisions effectiveness of SECTION 2.23(j). Each each Commitment Increase (other than any with each date of such effectiveness being referred to herein as a “Commitment Increase made on Date”), and at such time (i) the Effective Date) Total Commitments under, and for all purposes of, this Agreement shall be in a minimum increased by the aggregate amount of at least $25,000,000 such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments. (e) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in integral multiples this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of $5,000,000 in excess thereof. Each certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lender agreeing Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to provide a the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Increase Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination DateSection 2.2), and (ii) the Borrowers shall otherwise be on the same terms as set forth in, and be entitled pay to the benefits ofLenders any Breakage Costs in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the Obligations of the Borrowers provided for in this Section 2.2, this Agreement the Administrative Agent and the other Loan DocumentsLenders agree that they will use their best efforts to attempt to minimize any Breakage Costs which the Borrowers would otherwise incur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) Request for Increase. At any time and from time to time on or after prior to the Effective Termination Date, so long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right to request an increase of the aggregate of the then outstanding Domestic Commitments (including the Letter of Credit Sublimit) by such an amount as would cause the Domestic Total Commitments not to exceed $900,000,000 in the aggregate (A) $2,500,000,000 minus (B) aggregate. The Administrative Agent and the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or after the Effective Date), and (ii) the Canadian Lead Borrower shall have determine the right to request an effective date of such requested increase of the then outstanding Canadian Commitments to an amount not to exceed the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of and any such requested Commitment Increase; provided increase shall be first made available to all existing Lenders on a pro rata basis. To the extent that, on or before the tenth (10th) day (or such shorter period as may be agreed by the Administrative Agent) following such request for an increase hereunder, the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the extent existing Lenders and Persons approached amount requested by the Lead Borrower have declined Borrower, or fail to provide the requested Commitment Increaserespond to such request for an increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for one or more other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase increase in the Total Commitments requested by the Lead Borrower and/or and not accepted by the Canadian Borrower existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicable, (ii) any Additional Commitment DB1/ 98023701.7 Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) each without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Commitment Lender which is a Canadian Lender shall under this Agreement be in compliance with the provisions of SECTION 2.23(j)less than $10,000,000. Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in a minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof. Each Additional Commitment Lender agreeing to provide a Commitment Increase pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Date, and (ii) shall otherwise be on the same terms as set forth in, and be entitled to the benefits of, this Agreement and the other Loan Documents.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so So long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower Canadian Borrowers shall have the right right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding Domestic Canadian Facility Commitments by such an amount as would cause the Domestic Total Commitments not to exceed in the aggregate (A) $2,500,000,000 200,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Total Commitments requested pursuant to this SECTION 2.02(a) on or subsection 2.9 after the Effective Date), Closing Date and (ii) the Canadian Borrower U.S. Borrowers shall have the right right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding Canadian U.S. Facility Commitments to by an amount not to exceed in the aggregate (A) $200,000,000 minus (B) the amount of any increases in the Total Commitments pursuant to this subsection 2.9 after the Closing Date. For avoidance of doubt, the aggregate increase of all Total Commitments obtained by the Borrowers under this subsection 2.9 shall not exceed $200,000,000. Any such requested increase shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender Borrowers or any other Person (other than a natural person) to provide all or a portion of any such requested Commitment Increase; provided thatthe U.S. Borrowers, to the extent existing Lenders and Persons approached by the Lead Borrower have declined to provide the requested Commitment Increaseas applicable, the Administrative Agent, in consultation with the Lead Parent Borrower, will use its reasonable best efforts to arrange for other Persons to become a Domestic Canadian Facility Lender or Canadian U.S. Facility Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Canadian Facility Commitment Increase requested by the Lead Borrower and/or Canadian Borrowers or the Canadian Borrower Total U.S. Facility Commitment requested by the U.S. Borrowers and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower Canadian Borrowers or the Canadian BorrowerU.S. Borrowers, as applicable, and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of, (X) in the case of the U.S. Facility, the Administrative Agent, the U.S. Facility Issuing Banks Lender and the Lead Borrower U.S. Borrowers and (which Y) in the case of the Canadian Facility, the Canadian Agent, the Canadian Facility Issuing Lender and the Canadian Borrowers (each such approval shall not to be unreasonably withheld), ) and (iii) each Additional Commitment Lender which is a Canadian Facility Lender shall be in compliance with the provisions of SECTION 2.23(j)subsection 4.15. Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in a minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 25,000,000 in excess thereof. Each . (b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Commitment Lender agreeing shall have executed and delivered a joinder to provide a Commitment Increase pursuant to this SECTION 2.02(athe Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall be entitled to receive interest, letter of credit have paid such fees and unused fees other compensation to the Additional Commitment Lenders and to the Administrative Agent or the Canadian Agent, as applicable, as the applicable Borrowers and such Additional Commitment Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent or the Canadian Agent, as applicable, and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the rates provided for Lenders. Moreoverapplicable Borrowers’ expense, that portion to each such Additional Commitment Lender, to be in conformity with requirements of subsection 2.1(e) (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Commitment Lender; and (v) The applicable Borrowers and Additional Commitment Lender constituting a shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Canadian Agent, as applicable, may reasonably have requested in order to effectuate the documentation of the foregoing. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase made (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised U.S. Facility Commitments and U.S. Facility Commitment Percentages of the U.S. Facility Lenders or Canadian Facility Commitments and Canadian Facility Commitment Percentages of the Canadian Facility Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (d) In connection with the Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the applicable Borrowers shall, in coordination with the Administrative Agent, (x) repay applicable outstanding Revolving Credit Loans of certain Lenders, and obtain applicable Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that the Lenders effectively participate in each of the outstanding U.S. Facility or Canadian Facility Revolving Credit Loans, as applicable, pro rata on the basis of their U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages, as applicable (determined after giving effect to any increase in the Canadian Facility Commitments pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Datesubsection 2.9), and (ii) the applicable Borrowers shall otherwise be on the same terms as set forth in, and be entitled pay to the benefits ofLenders any costs of the type referred to in subsection 4.12 in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrowers provided for in this subsection 2.9, this Agreement the Administrative Agent and the other Loan DocumentsLenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in subsection 4.12 which the Borrowers would otherwise occur in connection with the implementation of an increase in the U.S. Facility Commitments or the Canadian Facility Commitments.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so So long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the then outstanding Domestic Total Commitments by an aggregate amount (for all such amount as would cause the Domestic Total Commitments requests) not to exceed in the aggregate exceeding (Ai) $2,500,000,000 minus 150,000,000, plus (Bii) the then outstanding Canadian Commitments (after taking into effect an amount equal to the amount of the Commitment of any increases Defaulting Lender whose Commitment has been terminated but who was not replaced by another Lender or other financial institution at the time of such termination, as adjusted to reflect any pro rata decrease in the Canadian Total Commitments requested pursuant to this SECTION 2.02(aSection 2.17 hereof which occurred after such termination. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. At the time of sending such request, the Lead Borrower (in consultation with the Administrative Agent) on shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or after not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. To the Effective Date)extent that the existing Lenders decline to increase their Commitments, and (ii) the Canadian Borrower shall have the right or decline to request an increase of the then outstanding Canadian their Commitments to an the amount not to exceed the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested Commitment Increase; provided that, to the extent existing Lenders and Persons approached by the Lead Borrower have declined to provide the requested Commitment IncreaseBorrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase increase in the Total Commitments requested by the Lead Borrower and/or and not accepted by the Canadian Borrower existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicableBorrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Lead Issuing Banks Bank and the Lead Borrower (which approval shall not be unreasonably withheldwithheld or delayed), and (iii) each Commitment Increase shall be in integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent (in consultation with the Lead Borrower), at no time shall the Commitment of any Additional Commitment Lender which is not an existing Lender be less than $10,000,000.00. (b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (i) If an Additional Commitment Lender is not an existing Lender, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iii) The Borrowers shall have paid such arrangement fees to the Administrative Agent or its Affiliates as the Lead Borrower and the Administrative Agent may agree; (iv) The Borrowers shall deliver to the Administrative Agent and the Lenders certificates of the Secretary or Assistant Secretary of each Borrower attaching a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing under the Commitment Increase and certifying that such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at any time and provide for borrowings under Commitment Increases from time to time requested; (v) A Note will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and (vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Canadian Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption form withholding tax with respect to payments made to such Additional Commitment Lender. (c) The Administrative Agent shall promptly notify each Lender shall be in compliance with as to the provisions effectiveness of SECTION 2.23(j). Each each Commitment Increase (other than any with each date of such effectiveness being referred to herein as a “Commitment Increase made on Date”), and at such time (i) the Effective Date) Total Commitments under, and for all purposes of, this Agreement shall be in a minimum increased by the aggregate amount of at least $25,000,000 such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments (including, without limitation, Section 2.1(a)(i)). (d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in integral multiples this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of $5,000,000 in excess thereof. Each certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lender agreeing Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to provide a the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Increase Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination DateSection 2.2), and (ii) the Borrowers shall otherwise be on the same terms as set forth in, and be entitled pay to the benefits ofLenders any Breakage Costs in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the Obligations of the Borrowers provided for in this Section 2.2, this Agreement the Administrative Agent and the other Loan DocumentsLenders agree that they will use their best efforts to attempt to minimize any Breakage Costs which the Borrowers would otherwise incur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right to request an increase of the then outstanding Domestic Commitments by such amount as would cause the Domestic Total Commitments not to exceed in the aggregate (A) $2,500,000,000 3,000,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or after the Effective Date), and (ii) the Canadian Borrower shall have the right to request an increase of the then outstanding Canadian Commitments to an amount not to exceed the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any such requested Commitment Increase; provided that, to the extent existing Lenders and Persons approached by the Lead Borrower have declined to provide the requested Commitment Increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase requested by the Lead Borrower and/or the Canadian Borrower (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicable, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) each Additional Commitment Lender which is a Canadian Lender shall be in compliance with the provisions of SECTION 2.23(j). Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in a minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof. Each Additional Commitment Lender agreeing to provide a Commitment Increase pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Date, and (ii) shall otherwise be on the same terms as set forth in, and be entitled to the benefits of, this Agreement and the other Loan Documents.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so So long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the then outstanding Domestic Commitments by such amount as would cause the Domestic Total Commitments not to exceed in the aggregate (A) $2,500,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or after the Effective Date), and (ii) the Canadian Borrower shall have the right to request an increase of the then outstanding Canadian Commitments to an amount not to exceed the Canadian Total Commitment Increase Amount$50,000,000. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any Any such requested Commitment Increase; provided thatincrease shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the extent existing Lenders and Persons approached amount requested by the Lead Borrower have declined to provide the requested Commitment IncreaseBorrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase increase in the Total Commitments requested by the Lead Borrower and/or and not accepted by the Canadian Borrower existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicable, and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld). Each Commitment Increase shall be an amount of at least [$5,000,000.00]. (b) Any Commitment Increase shall not become effective unless and until each of the following conditions has been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) At the request of the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (iii) A Revolving Credit Note will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.09 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Commitment Lender; and (iv) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) each Additional Commitment Lender which is a Canadian Lender this Agreement shall be in compliance with the provisions of SECTION 2.23(j). Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in a minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof. Each Additional Commitment Lender agreeing to provide a Commitment Increase pursuant to this SECTION 2.02(a) shall be entitled to receive interestdeemed amended, letter of credit fees and unused fees at the rates provided for Lenders. Moreoverwithout further action, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Date, and (ii) shall otherwise be on the same terms as set forth in, and be entitled to the benefits of, this Agreement and the other Loan Documentsextent necessary to reflect such increased Commitments.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so So long as no Default or Event of Default then exists or would arise therefrom, subject to the prior written consent of the Required Lenders, (i) the Lead Borrower shall have the right right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding Domestic Commitments by such an amount as would cause the Domestic Total Commitments not to exceed in the aggregate (A) $2,500,000,000 500,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or 2.02 after the Effective Closing Date), and (ii) the Canadian Borrower shall have the right at any time, and from time to time, to request an increase of the then outstanding aggregate of the Canadian Commitments to an amount not to exceed the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any Any such requested Commitment Increase; provided thatincrease shall be first made to all existing Domestic Lenders or Canadian Lenders, as applicable, on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the extent existing Lenders and Persons approached amount requested by the Lead Borrower have declined to provide or the requested Commitment IncreaseCanadian Borrower, as applicable, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase increase in the Domestic Total Commitments requested by the Lead Borrower and/or or the Canadian Total Commitments requested by the Canadian Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicable, and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), ) and (iii) each Additional Commitment Lender which is a Canadian Lender shall be in compliance with the provisions of SECTION 2.23(j). Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in a minimum aggregate amount of at least $25,000,000 100,000,000 and in integral multiples of $5,000,000 25,000,000 in excess thereof. Each . (b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Commitment Lender agreeing shall have executed and delivered a joinder to provide a Commitment Increase pursuant to this SECTION 2.02(athe Loan Documents in substantially the form of Exhibit H hereto; (ii) The Borrowers shall be entitled to receive interest, letter of credit have paid such fees and unused fees other compensation to the Additional Commitment Lenders and to the Administrative Agent as the Lead Borrower and such Additional Commitment Lenders shall agree; (iii) The Borrowers shall deliver to the Administrative Agent or the Canadian Agent, as applicable, and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the rates provided for Lenders. MoreoverBorrowers’ expense, that portion to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Commitment Lender; and (v) The Borrowers and the Additional Commitment Lender constituting a shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Canadian Agent, as applicable, may reasonably have requested in order to effectuate the documentation of the foregoing. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase made (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Domestic Commitments or Canadian Commitments, as applicable, under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Domestic Commitments and Domestic Commitment Percentages of the Domestic Lenders or the revised Canadian Commitments and Canadian Commitment Percentages of the Canadian Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Domestic Commitment Percentages or Canadian Commitment Percentages, as applicable (determined after giving effect to any increase in the Commitments pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Date2.02), and (ii) the Borrowers shall otherwise be on the same terms as set forth in, and be entitled pay to the benefits ofLenders any costs of the type referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrowers provided for in this SECTION 2.02, this Agreement the Administrative Agent and the other Loan DocumentsLenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c) which the Borrowers would otherwise occur in connection with the implementation of an increase in the Domestic Commitments or the Canadian Commitments.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so So long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower shall have the right at any time, and from time to time, to request an increase of the then outstanding Domestic Commitments by such amount as would cause the Domestic Total Commitments not to exceed in the aggregate (A) $2,500,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Commitments requested pursuant to this SECTION 2.02(a) on or after the Effective Date), and (ii) the Canadian Borrower shall have the right to request an increase of the then outstanding Canadian Commitments to an amount not to exceed the Canadian Total Commitment Increase Amount$425,000,000. The Lead Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of any Any such requested Commitment Increase; provided thatincrease shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the extent existing Lenders and Persons approached amount requested by the Lead Borrower have declined to provide the requested Commitment IncreaseBorrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons to become a Domestic Lender or Canadian Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the Commitment Increase increase in the Total Commitments requested by the Lead Borrower and/or and not accepted by the Canadian Borrower existing Lenders (each such increase by either means, a “"Commitment Increase,” " and each Person issuing, or Lender increasing, its Commitment, an “"Additional Commitment Lender”"); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower or the Canadian Borrower, as applicableBorrowers, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the each Issuing Banks Bank and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) each Commitment Increase shall be in integral multiples of $1,000,000.00, provided that without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Commitment Lender which is not an existing Lender be less than $7,000,000.00. (b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (i) If an Additional Commitment Lender is not an existing Lender, the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iii) The Borrowers shall have paid such arrangement fees to the Administrative Agent as the Borrower and the Administrative Agent may agree; (iv) The Borrowers shall deliver to the Administrative Agent and the Lenders certificates of the Secretary of Assistant Secretary of each Borrower attaching a true, complete and correct copy of the resolutions of such Borrower authorizing the borrowing under the Commitment Increase and certifying that such resolution is in full force and effect, it being understood and agreed that such resolutions may be adopted at any time and provide for borrowings under Commitment Increases from time to time requested; (v) A Note will be issued at the Borrowers' expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.9 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and (vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested, including, without limitation, in the case of an Additional Commitment Lender which is a Canadian Foreign Lender, such documents as are set forth in Section 2.28 hereof to evidence an exemption form withholding tax with respect to payments made to such Additional Commitment Lender. (c) The Administrative Agent shall promptly notify each Lender shall be in compliance with as to the provisions effectiveness of SECTION 2.23(j). Each each Commitment Increase (other than any with each date of such effectiveness being referred to herein as a "Commitment Increase made on Date"), and at such time (i) the Effective Date) Total Commitments under, and for all purposes of, this Agreement shall be in a minimum increased by the aggregate amount of at least $25,000,000 such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments (including, without limitation, Section 2.1(a)(i)). (d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in integral multiples this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of $5,000,000 in excess thereof. Each certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lender agreeing Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to provide a the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Increase Percentages (determined after giving effect to any increase in the Total Commitments pursuant to this SECTION 2.02(a) shall be entitled to receive interest, letter of credit fees and unused fees at the rates provided for Lenders. Moreover, that portion of the Commitment of each Additional Commitment Lender constituting a Commitment Increase made pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination DateSection 2.2), and (ii) the Borrowers shall otherwise be on the same terms as set forth in, and be entitled pay to the benefits ofLenders any costs of the type referred to in Section 2.21 in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the Obligations of the Borrowers provided for in this Section 2.2, this Agreement the Administrative Agent and the other Loan DocumentsLenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in Section 2.21 which the Borrowers would otherwise occur in connection with the implementation of an increase in the Total Commitments.

Increase in Total Commitments. (a) At any time and from time to time on or after the Effective Date, so So long as no Default or Event of Default then exists or would arise therefrom, (i) the Lead Borrower Canadian Borrowers shall have the right right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding Domestic Canadian Facility Commitments by such an amount as would cause the Domestic Total Commitments not to exceed in the aggregate (A) $2,500,000,000 100,000,000 minus (B) the then outstanding Canadian Commitments (after taking into effect the amount of any increases in the Canadian Total Commitments requested pursuant to this SECTION 2.02(a) on or subsection 2.6 after the Effective Date), Closing Date and (ii) the Canadian Borrower U.S. Borrowers shall have the right right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding Canadian U.S. Facility Commitments to by an amount not to exceed in the aggregate (A) $100,000,000 minus (B) the amount of any increases in the Total Commitments pursuant to this subsection 2.6 after the Closing Date. For avoidance of doubt, the aggregate increase of all Total Commitments obtained by the Borrowers under this subsection 2.6 shall not exceed $100,000,000. Any such requested increase shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Canadian Total Commitment Increase Amount. The Lead Borrower may approach any Lender Borrowers or any other Person (other than a natural person) to provide all or a portion of any such requested Commitment Increase; provided thatthe U.S. Borrowers, to the extent existing Lenders and Persons approached by the Lead Borrower have declined to provide the requested Commitment Increaseas applicable, the Administrative Agent, in consultation with the Lead Parent Borrower, will use its reasonable best efforts to arrange for other Persons to become a Domestic Canadian Facility Lender or Canadian U.S. Facility Lender, as applicable, hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Canadian Facility Commitment Increase requested by the Lead Borrower and/or Canadian Borrowers or the Canadian Borrower Total U.S. Facility Commitment requested by the U.S. Borrowers and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower Canadian Borrowers or the Canadian BorrowerU.S. Borrowers, as applicable, and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of, (X) in the case of the U.S. Facility, the Administrative Agent, the U.S. Facility Issuing Banks Lender and the Lead Borrower U.S. Borrowers and (which Y) in the case of the Canadian Facility, the Canadian Agent, the Canadian Facility Issuing Lender and the Canadian Borrowers (each such approval shall not to be unreasonably withheld), ) and (iii) each Additional Commitment Lender which is a Canadian Facility Lender shall be in compliance with the provisions of SECTION 2.23(j)subsection 4.15. Each Commitment Increase (other than any such Commitment Increase made on the Effective Date) shall be in a minimum aggregate amount of at least $25,000,000 20,000,000 and in integral multiples of $5,000,000 in excess thereof. Each . (b) No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Commitment Lender agreeing shall have executed and delivered a joinder to provide a Commitment Increase pursuant to this SECTION 2.02(athe Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit M hereto; (ii) The Borrowers shall be entitled to receive interest, letter of credit have paid such fees and unused fees other compensation to the Additional Commitment Lenders and to the Administrative Agent or the Canadian Agent, as applicable, as the applicable Borrowers and such Additional Commitment Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent or the Canadian Agent, as applicable, and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the rates provided for Lenders. Moreoverapplicable Borrowers’ expense, that portion to each such Additional Commitment Lender, to be in conformity with requirements of subsection 2.1(e) (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Commitment Lender; and (v) The applicable Borrowers and Additional Commitment Lender constituting a shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Canadian Agent, as applicable, may reasonably have requested in order to effectuate the documentation of the foregoing. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase made (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised U.S. Facility Commitments and U.S. Facility Commitment Percentages of the U.S. Facility Lenders or Canadian Facility Commitments and Canadian Facility Commitment Percentages of the Canadian Facility Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (d) In connection with the Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the applicable Borrowers shall, in coordination with the Administrative Agent, (x) repay applicable outstanding Revolving Credit Loans of certain Lenders, and obtain applicable Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that the Lenders effectively participate in each of the outstanding U.S. Facility or Canadian Facility Revolving Credit Loans, as applicable, pro rata on the basis of their U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages, as applicable (determined after giving effect to any increase in the Canadian Facility Commitments pursuant to this SECTION 2.02(a) (i) shall terminate on the Termination Datesubsection 2.6), and (ii) the applicable Borrowers shall otherwise be on the same terms as set forth in, and be entitled pay to the benefits ofLenders any costs of the type referred to in subsection 4.12 in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrowers provided for in this subsection 2.6, this Agreement the Administrative Agent and the other Loan DocumentsLenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in subsection 4.12 which the Borrowers would otherwise occur in connection with the implementation of an increase in the U.S. Facility Commitments or the Canadian Facility Commitments.