Common use of Increase of Commitment Clause in Contracts

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment by notice to Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (1) From time to time by notice in writing to the Agent, given at least 180 days prior to the Maturity Date, the Parent may request that the Commitment be increased, such increase to be in a minimum amount of $10,000,000 for any one increase (and integrals of $1,000,000), to a maximum aggregate increase in the Commitments taken as a whole of $60,000,000 (each such increase of the Commitment being an “Increased Commitment”). Such notice shall specify the amount of the Increased Commitment requested at such time and the effective date thereof (which date shall not be earlier than 10 Business Days and not later than 30 days after the date of such notice (or such shorter or longer period as agreed to by the Agent and the Parent), the “Effective Date”). The Agent shall immediately advise the Lenders and offer each Lender an opportunity to provide its pro rata share portion of the Increased Commitment (in relation to a Lender’s pro rata share of the Commitment) in respect of such Lender and shall also offer any such Lender willing to provide such portion of the Increased Commitment (each a “Consenting Lender”) the opportunity to provide the amount of the Increased Commitment of each Lender that has not consented to provide its pro rata portion of the Increased Commitment (each a “Non-Consenting Lender” and the pro rata portion attributable to the Increased Commitment of each Non-Consenting Lender (each a “Non-Consenting Lender’s Increased Commitment Amount”)). (2) If the Consenting Lenders have not offered to acquire all of the Non-Consenting Lender’s Increased Commitment Amount, then the Parent may arrange for one or more other financial institutions acceptable to the Agent, the Swingline Lender and the Fronting Letter of Credit Lender, acting reasonably (each, a “Substitute Lender”), to offer to provide the balance of such Non-Consenting Lender’s Increased Commitment Amount and any such Substitute Lender that has agreed to provide an Increased Commitment shall sign an addendum to this Agreement, in form and substance satisfactory to the Agent, pursuant to which such Substitute Lender becomes a Lender under this Agreement and the parties thereto may specify the other term and conditions thereof (provided that the maturity date for any such Increased Commitment shall not be prior to the Maturity Date). (3) The availability of any Increased Commitment is subject to the conditions precedent that (i) If the representations and warranties contained in Section 8.01 (other than those made as of an earlier date only) are true and correct in all material respects as if they were made on the Effective Date; (ii) no Default or Event of Default shall have has occurred and be is continuing, Borrower may at any time from time to time prior to the Maturity Date request no more than three ; (3iii) increases of the Commitment by notice to Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in Substitute Lender, the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) consent of the increased Agent, the Swingline Lender and the Fronting Letter of Credit Lender, such consent not to be unreasonably withheld, conditioned or delayed; (iv) the financial covenants set forth in Section 9.03 would be satisfied on a pro forma basis as of the Effective Date; and (v) the Agent and each Lender shall have been reimbursed by Borrowers for all fees, costs and expenses incurred in connection with the request for, and implementation of, such Increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its The Increased Commitment shall be irrevocableeffective on the Effective Date. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (ia) If no Default or Event of Default Borrower shall have occurred and be continuing, Borrower may at any a one-time from time option to time prior Lender to the Maturity Date request no more than three (3) increases of increase the Commitment by up to $200 million ($200,000,000). Such option shall expire at the close of business, New York time, on the 5th Business Day after the Closing Date of the November 11, 2015 Amended and Restated Agreement. Borrower may exercise such option by delivering a notice to Agent the Lender in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided. As soon as practicable, howeverbut in no event later than two Business Days, that, after receipt of such notice Lender shall deliver execute an agreement (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such a “Commitment Increase Notice delivered with respect to any proposed Agreement”) in substantially the form attached hereto as Exhibit A reflecting the increase requested by Borrower in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (iib) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant If, immediately prior to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, immediately 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06Clause 2.2(b), Schedule 2.01 no Default, Event of Default of Material Adverse Effect would of occurred and be continuing, in addition to the Commitment increase, if any, under Clause 2.2(a), the Borrower may at any time and from time to time, but in no event more than two (2) times per calendar year, request an increase in the Commitment by delivering to Lender a Commitment Increase Notice; provided, however, that (i) each such increase request shall be deemed amended in an amount of not less than $10,000,000; and (ii) the aggregate amount of such increases would not exceed $100,000,000. Within 10 days after receipt of the Commitment Increase Notice, the Lender shall either (y) notify the Borrower of its decision to reflect such new decline the Borrower’s offer to increase the Commitment; or (z) accept the Borrower’s offer to increase the Commitment and execute a Commitment Increase Agreement reflecting the Applicable Percentage increase requested by Borrower in the relevant Commitment Increase Notice. The Lender shall have no obligation whatsoever to increase the Commitment. (c) Execution of each Lender (including any New Lender), as thereby increased or decreased, as appropriatea Commitment Increase Agreement shall be irrevocable and shall be effective upon satisfaction of the conditions to effectiveness set forth in such agreement.

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, Borrower API may at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment time, by notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the Banks), request that the Total Commitment be increased by $10,000,000 or an integral multiple thereof and will not result in the Total Commitment exceeding $1,250,000,000. Each such notice shall set forth the requested amount of the increase in the Total Commitment and the date on which such proposed increase is to become effective (which shall be not fewer than twenty days after the date of such notice), and shall offer each Bank the opportunity to increase its Commitment by its ratable share, based on the amounts of the Banks’ Commitments on the date of such notice, of the requested increase in the Total Commitment. Each Bank shall, by notice to API and the Administrative Agent given not more than ten Domestic Business Days after the date of API’s notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of ten Domestic Business Days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth Domestic Business Day after API shall have delivered a notice pursuant to the first sentence of this paragraph, the Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by API, API shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Commitment Increase NoticeAugmenting Bank”); provided, howeverwhich may include any Bank, thatto extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Bank, if not already a Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and shall execute all such documentation as the Administrative Agent shall specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $10,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by API pursuant to the first sentence of this Section. Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Bank) shall become effective under this paragraph unless, on the date of such increase, (i) the aggregate amount conditions set forth in paragraphs (b) and (c) of all Section 6.02 (including the condition set forth in Section 6.02(c) insofar as it relates to representations and warranties contained in Sections 5.01(d)(ii) and 5.01(e) which are otherwise excluded in Section 6.02) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such increases shall not exceed Three Hundred Million Dollars ($300,000,000); date and executed by a Responsible Officer of API or (ii) any individual request for an increase the Banks shall be have waived the requirements set forth in the minimum amount of the lesser of clause (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)i) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocablethis sentence. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (i) If no Default or Event of Default Borrower shall have occurred and be continuing, Borrower may at any time the right to increase the Commitment (“Commitment Increase”) from time to time prior by an aggregate amount over the life of this Agreement not to exceed the Maximum Commitment Increase Amount; provided that each of the following conditions has been satisfied: (a) no Event of Default or Potential Default has occurred (or if a Potential Default or an Event of Default has occurred, it has been waived in writing by the Administrative Agent pursuant to the Maturity Date request no more than three (3) increases provisions of the Commitment by notice to Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”Section 15.10 hereof); provided(b) Borrower has submitted to the Administrative Agent a written request for such Commitment Increase, however, that, specifying (i) the aggregate dollar amount thereof, which shall be a minimum of $50,000,000.00 and in increments of $1,000,000.00, (ii) the name of one or more financial institutions or Farm Credit System Institutions (which, in any case, may be an existing Syndication Party hereunder, it being understood that any such existing Syndication Party, if requested to participate, shall be entitled to agree or decline to participate) that has committed to provide funding of the Commitment Increase pursuant to the terms of, and as a Syndication Party under, this Credit Agreement (each a “Funding Source”), and (iii) the amount of all the Commitment Increase which each such increases Funding Source has committed to provide, which must be a minimum of $10,000,000.00 and in increments of $1,000,000.00; (c) each Funding Source has, unless it is at such time a Syndication Party hereunder, executed an agreement in the form of Exhibit 2.10 hereto (“Adoption Agreement”); (d) the Administrative Agent has approved each Funding Source as a Syndication Party hereunder (unless such Funding Source is already a Syndication Party), which approval shall not exceed Three Hundred Million Dollars be unreasonably withheld; ($300,000,000)e) each Funding Source has remitted to the Administrative Agent, by wire transfer in accordance with the Wire Instructions, the amount directed by the Administrative Agent so that such Funding Source will have funded its share (based on such Funding Source’s Individual Pro Rata Share as recalculated as provided in clause (w) below in this Section) of all outstanding Advances other than Bid Advances and Overnight Advances, to the extent not previously funded by such Funding Source; and (iif) any individual request for an increase Borrower has, if requested by such Funding Source(s), executed such additional Facility Notes payable to such Funding Source(s) and in such amounts, as the Administrative Agent shall require to reflect the Commitment Increase. Upon the satisfaction of each of the foregoing conditions, (v) the Commitment shall be in automatically increased by the minimum amount of the lesser Commitment Increase; (w) the Individual Pro Rata Share of (Aeach of the Syndication Parties, including the Funding Source(s) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus and, if such Funding Source is an existing Syndication Party, the aggregate Individual Commitment of such existing Syndication Party, shall be recalculated by the Administrative Agent to reflect the amount of the Commitment Increase which each such Funding Source has committed to provide, and the amount of the Commitment Increase; (x) the Funding Source(s) shall be allocated a share of all existing 364-Day Advances, other than Bid Advances and Overnight Advances, and any such previous increases amounts remitted pursuant to clause (e) above shall be allocated among, and paid over to, those Persons who were Syndication Parties prior to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect Increase, based on their Individual Pro Rata Shares as they existed prior to any proposed increase in the Commitment may offer one or more Lenders an opportunity Increase, to subscribe for its Applicable Percentage reflect a reduction in their share of outstanding 364-Day Advances (with respect other than Bid Advances and Overnight Advances); (y) to the existing Commitment (prior extent that any Syndication Party is entitled to such increase)) recover Funding Losses on account of the increased Commitment. Agent shall promptly, and in having been allocated any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentamounts remitted pursuant to clause (e) above, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt Borrower shall pay to the Administrative Agent the amount of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Funding Losses which the Administrative Agent shall notify then forward to such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto Syndication Party; and (Dz) and Borrower the Administrative Agent shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable revise Schedule 1 to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in reflect the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriateIncrease.

Increase of Commitment. (ia) If no Default or Event of Default shall have occurred and be continuing, Borrower may at At any time from time to time prior to the Maturity Date request Date, the Borrower may effectuate no more than three two increases in the aggregate Revolving Commitments (3and the corresponding Norwegian Commitments and Primary Commitments) increases of the Commitment by notice to Agent in writing of the an aggregate amount of not greater than $250,000,000 (any such proposed increase (each such noticeincrease, a “Commitment Increase NoticeIncrease”); provided, however, that, (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer by designating either one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may(each of which, in its sole discretion, offer may determine whether and to any existing Lender what degree to participate in such Commitment Increase) or to one or more additional other banks or other financial institutions which (reasonably acceptable to the applicable Administrative Agent and the applicable Issuing Lenders) that at the time agree, in the case of any such bank or financial institution that is an Eligible Assignee existing Lender to increase its Norwegian Commitment or Primary Commitment as such Lender shall so select (each, a an “New Increasing Lender”) and, in the opportunity case of any other such bank or financial institution (an “Additional Lender”), to participate in all or become a portion of such unsubscribed portion party to this Agreement; provided, however, that the aggregate Revolving Commitments shall not at any time exceed $750,000,000, and the aggregate Norwegian Commitments shall not at any time exceed $100,000,000. The sum of the increased Commitment, by notifying Agent. Promptly and increases in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders the Revolving Commitments of the opportunity to participate in all or a portion of such unsubscribed portion Increasing Lenders plus the Revolving Commitments of the increased CommitmentAdditional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agents and the Lenders. (iiib) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender Increase shall become effective upon (i) the receipt by the Administrative Agents of (A) an agreement in form and substance satisfactory to the applicable Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Revolving Commitment, Norwegian Commitment and Primary Commitment, if any, of each such Lender and setting forth the agreement of each Additional Lender to become a Lender for all purposes party to this Agreement and to the same extent as if originally a party hereto and shall be bound by all the terms and entitled provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Borrower with respect to the benefits Commitment Increase and such opinions of this Agreementcounsel for the Borrower with respect to the Commitment Increase as the applicable Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the signature pages hereof Advances to be made by each such Lender described in subsection (c) below and (iii) receipt by the US Administrative Agent of a certificate (the statements contained in which shall be deemed to be amended to add the name true) of such New Lender. On any date on which Commitments are increased, subject to the satisfaction a Responsible Officer of the foregoing terms Borrower stating that both before and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments Commitment Increase (A) no Event of Default has occurred and purchasesis continuing, 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 new Commitments to the total Commitments hereunder, (B) each new all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date. (c) The Borrower shall prepay any Advances outstanding on the effective date of such Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect Increase to the new extent necessary to keep the outstanding Norwegian Advances and the outstanding Primary Advances ratable with any revised Applicable Pro Rata Share arising from any nonratable increases in the Primary Commitments, Primary Commitments and Revolving Commitments under this Section 2.15. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and payments of interest on the Advances shall take into account the actual Primary Commitment and all matters relating thereto and (D) and Borrower shall compensate Norwegian Commitment of each Lender who shall have assigned any portion and the principal amount outstanding of any Eurodollar Rate Loans previously held each Advance made by such Lender compensation in during the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment relevant period of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriatetime.

Increase of Commitment. (i) If at any time after the Closing Date, and so long as no Default or Event of Default or Potential Default has occurred and is continuing, the Borrower desires to increase the Revolving Credit Facility Commitment, (each, an "Additional Revolving Credit Increase") and/or, at the Borrower’s option, request to add term loans (each, an "Incremental Term Loan" and collectively, the "Incremental Term Loans") (each Additional Revolving Credit Increase and each Incremental Term Loan are each, an "Additional Increase" and collectively, the "Additional Increases") the Borrower shall notify the Agent in writing, who will promptly notify each Bank thereof, provided that any such Additional Increase shall be in a minimum of Ten Million and 00/100 Dollars ($10,000,000.00) and the aggregate of all such Additional Increases shall not exceed Four Hundred Million and 00/100 Dollars ($400,000,000.00). The existing Banks shall have occurred and be continuing, Borrower may the right at any time from time within fourteen (14) days following such notice to time prior increase their respective Commitment by providing written notice of the same to the Maturity Date request no Agent so as to provide such additional Commitment pro-rata in accordance with such Bank's Pro Rata Share, and any portion of such Additional Increase which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than three (3) increases one existing Bank desires to increase its Commitment in respect of the Commitment portion of such Additional Increase not provided by notice to Agent in writing an existing Bank, such participating Banks shall provide such portion of the amount additional Commitments on a pro rata basis in accordance with the proportion that their Pro Rata Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or institutions proposed by the Borrower and which is approved by the Agent (which approval will not be unreasonably withheld, conditioned or delayed) and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to the Agent and prepared at the Borrower's expense, which documentation may be executed by the Borrower and the Agent (as agent for the Banks) without further consent or action of the Banks, such proposed increase (each such notice, a “Commitment Increase Notice”)consent hereby deemed to be irrevocably given to the Agent by the Banks; provided, however, that, (i) that the aggregate Borrower shall have the right to have the entire amount of each Additional Increase provided by such approved additional lending institution or institutions if all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring Banks decline to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 accommodate any such new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereofAdditional Increase. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.Notwithstanding 270134563

Increase of Commitment. (ia) If no Default On any one date occurring on or Event of Default shall have occurred and be continuingprior to January 30, 2004, the Borrower may increase the aggregate Revolving Commitments by an amount not greater than $25,000,000 (any such increase, a "Commitment Increase"), provided, ------------------- -------- however, that the aggregate Revolving Commitments shall not at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment exceed $150,000,000, by notice to Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer designating either one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to of the existing Commitment Banks (prior to such increase)) each of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower maywhich, in its sole discretion, offer may determine whether and to any existing Lender what degree to participate in such Revolving Commitment Increase) or to one or more additional other banks or other financial institutions which reasonably acceptable to the Administrative Agent that at the time agree, in the case of any such bank or financial institution that is an Eligible Assignee existing Bank to increase its Revolving Commitment as such Bank shall so select (eachan "Increasing Bank") and, in the case of any other such bank or --------------- financial institution (an "Additional Bank"), to become a “New Lender”) the opportunity party to participate in all or a portion of such unsubscribed portion this --------------- Agreement. The sum of the increased Commitment, by notifying Agent. Promptly and increases in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders the Revolving Commitments of the opportunity to participate in all or a portion of such unsubscribed portion Increasing Banks plus the Revolving Commitments of the increased CommitmentAdditional Banks upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Banks. (iiib) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender Increase shall become effective upon (i) the receipt by the Administrative Agent of (A) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Bank and each Additional Bank, setting forth the new Revolving Commitments of each such Bank and setting forth the agreement of each Additional Bank to become a Lender for all purposes party to this Agreement and to the same extent as if originally a party hereto and shall be bound by all the terms and entitled provisions hereof binding upon each Bank, and (B) such evidence of appropriate authorization on the part of the Borrower with respect to the benefits Commitment Increase and such opinions of this Agreementcounsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Bank and Additional Bank of the signature pages hereof Advances to be made by each such Bank described in subsection (c) below and (iii) receipt by the Administrative Agent of a certificate (the statements contained in which shall be deemed to be amended to add the name true) of such New Lender. On any date on which Commitments are increased, subject to the satisfaction a Responsible Officer of the foregoing terms Borrower stating that both before and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments Commitment Increase (A) no Event of Default has occurred and purchasesis continuing, 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 new Commitments to the total Commitments hereunder, (B) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date. (c) Upon the effective date of any Commitment Increase, each new Commitment shall be deemed for all purposes a “Commitment” Increasing Bank and each Loan made thereunder Additional Bank shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect provide funds to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation Administrative Agent in the amount that would have been payable to such Lender under manner described in Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate2.

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, Borrower API may at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment time, by notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the Banks), request that the Total Commitment be increased by an amount that is not less than $150,000,000 and will not result in the Total Commitment exceeding $750,000,000. Each such notice shall set forth the requested amount of the increase in the Total Commitment and the date on which such proposed increase is to become effective (which shall be not fewer than twenty days after the date of such notice), and shall offer each Bank the opportunity to increase its Commitment by its ratable share, based on the amounts of the Banks' Commitments on the date of such notice, of the requested increase in the Total Commitment. Each Bank shall, by notice to API and the Administrative Agent given not more than ten Business Days after the date of API's notice, either agree to increase its Commitment by all or a “portion of the offered amount or decline to increase its Commitment Increase Notice”(and any Bank that does not deliver such a notice within such period of ten Business Days shall be deemed to have declined to increase its Commitment); provided. In the event that, howeveron the tenth Domestic Business Day after API shall have delivered a notice pursuant to the first sentence of this paragraph, thatthe Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by API, API shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Bank"), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Bank, if not already a Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and shall execute all such documentation as the Administrative Agent shall specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $150,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by API pursuant to the first sentence of this Section. Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Bank) shall become effective under this paragraph unless, on the date of such increase, (i) the aggregate amount conditions set forth in paragraphs (b) and (c) of all Section 6.02 (including the condition set forth in Section 6.02(c) insofar as it relates to representations and warranties contained in Sections 5.01(d)(ii) and 5.01(e) which are otherwise excluded in Section 6.02) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such increases shall not exceed Three Hundred Million Dollars ($300,000,000); date and executed by a Responsible Officer of API or (ii) any individual request for an increase the Banks shall be have waived the requirements set forth in the minimum amount of the lesser of clause (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)i) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocablethis sentence. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (ia) If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time from time to time prior to the Revolving Loan Maturity Date request (provided that such requests shall be made no more than three (3) times on or after the Fourth Amendment Effective Date) increases of the Commitment by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all that any such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase pursuant to a Commitment Increase Notice shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) 10,000,000 and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunderincrease in the Commitment on and after the Fourth Amendment Effective Date shall not exceed $90,000,000. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Revolving Lenders an opportunity to subscribe for its Applicable Percentage Pro Rata Share (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. The Administrative Agent shall promptlyshall, and in any event within five (5) Business Banking Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Administrative Agent in writing no later than ten five (105) Business Banking Days after receipt of notice from the Administrative Agent. Any Lender that does not notify the Administrative Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. The notices contemplated by the third and fourth sentences above shall not be required with respect to any exercise by the Borrower of its option to increase the Commitment under this Section 2.8 consummated on the Fourth Amendment Effective Date or within five (5) Banking Days thereafter. (iib) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i)2.8(a) preceding, the Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying the Administrative Agent. Promptly and in any event within five (5) Business Banking Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iiic) Any New Lender which accepts the Borrower’s offer to participate in the increased Commitment shall execute and deliver to the Administrative Agent and Borrower a New Lender AddendumAddendum in accordance with Section 11.8 hereof (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Addendum such New Lender shall become a Revolving Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (Ai) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (Bii) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (Ciii) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (Div) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.062.8, Schedule 2.01 1.1 shall be deemed amended to reflect such new Commitment and the Applicable Percentage Pro Rata Share of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (i) If no Default or Event of Default Prior to December 30, 2000, the Borrower shall have occurred the right, with the consent of the Agent and the Documentation Agent (which consent will not be continuingunreasonably withheld), Borrower may at any time to effectuate from time to time prior an increase in the total Commitments under this Agreement by adding to the Maturity Date request no this Agreement one or more than three Eligible Additional Lenders (3) increases who shall, upon completion of the Commitment requirements stated in this Section 2.16, constitute Banks hereunder), or by notice allowing one or more Banks to Agent increase their Commitments hereunder, provided that (a) no increase in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases Commitments pursuant to this Section 2.16 shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be result in the minimum total Commitments exceeding an amount of the lesser of (A) One Hundred Million Dollars (equal to $100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) 1,000,000,000 minus the aggregate amount of all reductions and terminations of Commitments pursuant hereto and (b) no Bank's Commitment shall be increased without the consent of such previous increases Bank. The Borrower shall give the Agent ten Business Days' notice of the Borrower's intention to increase the total Commitments pursuant to this Section 2.16. Such notice shall specify each Eligible Additional Lender, if any, that the Borrower is proposing to add to this Agreement pursuant to this Section 2.16, the Banks whose Commitments will be increased, the changes in amounts of Commitments that will result, the date on which such addition or change is to occur (which shall be a Business Day) and such other information as is reasonably requested by the Agent. Each such Eligible Additional Lender, and each Bank agreeing to increase its Commitment, shall execute and deliver to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect Agent a document satisfactory to any proposed increase the Agent pursuant to which it becomes a party hereto or increases its Commitment, as the case may be, which document, in the case of each such Eligible Additional Lender, shall (among other matters) specify the Domestic Lending Office and Eurodollar Lending Office of such Eligible Additional Lender. In addition, the Borrower shall execute and deliver a Note in the principal amount of the Commitment may offer one of each such Eligible Additional Lender, or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to a replacement Note in the existing Commitment (prior to such increase)) principal amount of the increased Commitment of each Bank agreeing to increase its Commitment, as the case may be. Such Notes, together with a Federal Reserve Form U-1 (or Form G-3, if such Eligible Additional Lender is a nonbank lender) for each such Eligible Additional Lender (if a Federal Reserve Form U-1 or Form G-3 has previously been required to be delivered pursuant to Section 3.02(a) or if any Advance is secured directly or indirectly by margin stock) duly executed by the Borrower and other documents of the nature referred to in Section 3.01 duly executed by the Borrower, shall be furnished to the Agent in form and substance as may be reasonably required by it. Following execution and delivery of such documents on or prior to the date specified in such notice, each such Eligible Additional Lender shall promptly, and in any event within five (5) Business Days after receipt of become a party hereto as a "Bank" with a Commitment Increase Noticeas specified therein, notify or the Commitment of each Lender of such request. Each Lender desiring Bank that has agreed to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period increase as specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify as the case may be, effective on such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. date (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and with the signature pages hereof shall be being deemed amended to reflect same). If the Borrower has requested any Borrowing to be amended to add the name of made on such New Lender. On any date on which Commitments are increaseddate, subject to the satisfaction of the foregoing terms and conditions, (A) it will cause each of the existing Lenders shall assign to such Eligible Additional Lender or each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenderssuch Bank, as applicablethe case may be, at to be notified of each such Borrowing as contemplated herein so that each such Eligible Additional Lender or each such Bank, as the principal amount thereof (together case may be, will be required to make its Advance in accordance with accrued interest)the terms hereof for each Borrowing to be made on such date. Furthermore, such interests in the Loans if any Advance will be outstanding on such date as shall be necessary in order thatdate, 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 aspects of the addition of such new Commitments an Eligible Additional Lender pursuant to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes this Section 2.16 or increase of a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Bank's Commitment pursuant to this Section 2.06, Schedule 2.01 2.16 shall be deemed amended on terms acceptable to reflect the Agent (including, if required by the Agent, terms that will cause such new Commitment and the Applicable Percentage of each Eligible Additional Lender (including any New Lender)or such Bank, as thereby increased or decreasedthe case may be, as appropriateto be included ratably in each then outstanding Borrowing).

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, Borrower API may at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment time, by notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the Banks), request that the Total Commitment be increased by $10,000,000 or an integral multiple thereof and will not result in the Total Commitment exceeding $1,250,000,000. Each such notice shall set forth the requested amount of the increase in the Total Commitment and the date on which such proposed increase is to become effective (which shall be not fewer than twenty days after the date of such notice), and shall offer each Bank the opportunity to increase its Commitment by its ratable share, based on the amounts of the Banks’ Commitments on the date of such notice, of the requested increase in the Total Commitment. Each Bank shall, by notice to API and the Administrative Agent given not more than ten Business Days after the date of API’s notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of ten Business Days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth Domestic Business Day after API shall have delivered a notice pursuant to the first sentence of this paragraph, the Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by API, API shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Commitment Increase NoticeAugmenting Bank”); provided, howeverwhich may include any Bank, thatto extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Bank, if not already a Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and shall execute all such documentation as the Administrative Agent shall specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $10,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by API pursuant to the first sentence of this Section. Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Bank) shall become effective under this paragraph unless, on the date of such increase, (i) the aggregate amount conditions set forth in paragraphs (b) and (c) of all Section 6.02 (including the condition set forth in Section 6.02(c) insofar as it relates to representations and warranties contained in Sections 5.01(d)(ii) and 5.01(e) which are otherwise excluded in Section 6.02) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such increases shall not exceed Three Hundred Million Dollars ($300,000,000); 16 date and executed by a Responsible Officer of API or (ii) any individual request for an increase the Banks shall be have waived the requirements set forth in the minimum amount of the lesser of clause (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)i) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocablethis sentence. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (ia) If no Default or Event of Default Borrower shall have occurred and be continuing, Borrower may at any a one-time from time option to time prior Lender to the Maturity Date request no more than three (3) increases of increase the Commitment by up to $200 million ($200,000,000). Such option shall expire at the close of business, New York time, on the 5th Business Day after the Closing Date. Borrower may exercise such option by delivering a notice to Agent the Lender in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided. As soon as practicable, howeverbut in no event later than two Business Days, that, after receipt of such notice Lender shall deliver execute an agreement (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such a “Commitment Increase Notice delivered with respect to any proposed Agreement”) in substantially the form attached hereto as Exhibit A reflecting the increase requested by Borrower in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (iib) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant If, immediately prior to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, immediately 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06Clause 2.2(b), Schedule 2.01 no Default, Event of Default of Material Adverse Effect would of occurred and be continuing, in addition to the Commitment increase, if any, under Clause 2.2(a), the Borrower may at any time and from time to time, but in no event more than two (2) times per calendar year, request an increase in the Commitment by delivering to Lender a Commitment Increase Notice; provided, however, that (i) each such increase request shall be deemed amended in an amount of not less than $10,000,000; and (ii) the aggregate amount of such increases would not exceed $100,000,000. Within 10 days after receipt of the Commitment Increase Notice, the Lender shall either (y) notify the Borrower of its decision to reflect such new decline the Borrower’s offer to increase the Commitment; or (z) accept the Borrower’s offer to increase the Commitment and execute a Commitment Increase Agreement reflecting the Applicable Percentage increase requested by Borrower in the relevant Commitment Increase Notice. The Lender shall have no obligation whatsoever to increase the Commitment. (c) Execution of each Lender (including any New Lender), as thereby increased or decreased, as appropriatea Commitment Increase Agreement shall be irrevocable and shall be effective upon satisfaction of the conditions to effectiveness set forth in such agreement.

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment by notice to Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases shall not exceed Three Hundred Million the greater of the Dollar Equivalent of (x) One Billion Dollars ($300,000,000)1,000,000,000) and (y) 1.00 times EBITDA of Borrower and its Subsidiaries on a consolidated basis for the trailing twelve-month measurement period; and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million the greater of the Dollar Equivalent of (x) One Billion Dollars ($300,000,0001,000,000,000) and (y) 1.00 times EBITDA of Borrower and its Subsidiaries on a consolidated basis for the trailing twelve-month measurement period minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Term SOFR Loans or Alternative Currency Loans, as applicable, previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Term SOFR Loans or Alternative Currency Loans, as applicable, by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (ia) If no Default or Event of Default shall have occurred and be continuing, Borrower may at At any time from time to time prior to the Maturity Date request no more Date, the Borrower may increase the aggregate Revolving Commitments by an aggregate amount not greater than three $50,000,000 (3) increases of the Commitment by notice to Agent in writing of the amount of any such proposed increase (each such noticeincrease, a “Commitment Increase NoticeIncrease”); , provided, however, that, (i) that the aggregate amount of all such increases Revolving Commitments shall not at any time exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer 200,000,000, by designating either one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to of the existing Commitment Banks (prior to such increase)) each of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower maywhich, in its sole discretion, offer may determine whether and to any existing Lender what degree to participate in such Revolving Commitment Increase) or to one or more additional other banks or other financial institutions which reasonably acceptable to the Administrative Agent that at the time agree, in the case of any such bank or financial institution that is an Eligible Assignee existing Bank to increase its Revolving Commitment as such Bank shall so select (each, a an “New LenderIncreasing Bank”) and, in the opportunity case of any other such bank or financial institution (an “Additional Bank”), to participate in all or become a portion of such unsubscribed portion party to this Agreement. The sum of the increased Commitment, by notifying Agent. Promptly and increases in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders the Revolving Commitments of the opportunity to participate in all or a portion of such unsubscribed portion Increasing Banks plus the Revolving Commitments of the increased CommitmentAdditional Banks upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Banks. (iiib) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender Increase shall become effective upon (i) the receipt by the Administrative Agent of (A) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Bank and each Additional Bank, setting forth the new Revolving Commitments of each such Bank and setting forth the agreement of each Additional Bank to become a Lender for all purposes party to this Agreement and to the same extent as if originally a party hereto and shall be bound by all the terms and entitled provisions hereof binding upon each Bank, and (B) such evidence of appropriate authorization on the part of the Borrower with respect to the benefits Commitment Increase and such opinions of this Agreementcounsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Bank and Additional Bank of the Advances to be made by each such Bank described in subsection (c) below and (iii) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Responsible Officer of the Borrower stating that both before and after giving effect to such Commitment Increase (A) no Event of Default has occurred and is continuing, and (B) all representations and warranties made by the signature pages hereof Borrower in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date. (c) Upon the effective date of any Commitment Increase, each Increasing Bank and each Additional Bank shall provide funds to the Administrative Agent in the manner described in Section 2.2. The funds so provided by any Bank shall be deemed to be amended to add an Advance made by such Bank on the name date of such New Lender. On any date on which Commitments are increasedCommitment Increase, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal an in an amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, that after giving effect to all such assignments Commitment Increase and purchasesthe Advances made on the date of such Commitment Increase, such Loans will be held each Borrowing outstanding hereunder shall consist of Advances made by existing Lenders and New Lenders the Banks ratably in accordance with their Commitments after giving effect each Bank’s Pro Rata Share. (d) Notwithstanding any provision contained herein to the addition of such new Commitments to contrary, from and after the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion date of any Eurodollar Rate Loans previously held Commitment Increase and the making of any Advances on such date pursuant to subsection (c) above, all calculations and payments of interest on the Advances shall take into account the actual Revolving Commitment of each Bank and the principal amount outstanding of each Advance made by such Lender compensation in Bank during the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment relevant period of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriatetime.

Increase of Commitment. (ia) If no Default or Event of Default shall have occurred and be continuingThe Trust may, Borrower may at any time from time to time prior to with the Maturity Date request no more than three (3) increases consent of the Commitment by notice Agent, amend this Liquidity Agreement to Agent in writing increase the Facility Amount and add additional Persons as Banks or to increase the Bank Commitments of the amount of such proposed increase consenting Banks (each such notice, including on a “Commitment Increase Notice”non-pro rata basis); provided, however, thatthe Facility Amount shall in no event exceed $2,250,000,000 without the consent of the Required Banks; provided further, however, that no increase in the Commitment may be made unless after giving effect to such increase (i) the aggregate amount Principal Amount of all such increases outstanding Series of Certificates plus the amount on deposit in the Cash Collateral Account, if any, shall not exceed Three Hundred Million Dollars ($300,000,000); equal at least the Required Enhancement Amount and (ii) any individual request for an increase shall be in the minimum maximum aggregate notional amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases Interest Rate Swaps shall be at least equal to the Commitments hereunderProgram Size; provided finally, however, that the Bank Commitment of a Bank may only be increased with the consent of such Bank. Any such Commitment Increase Notice delivered Prior to adding additional Persons as Banks in connection with respect to any proposed an increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to Facility Amount, the existing Commitment (prior to such increase)) Trust shall obtain written confirmation from each of the increased CommitmentRating Agencies that such addition shall not cause the reduction or withdrawal of any rating on the Commercial Paper. (b) The Trust shall not increase the Facility Amount pursuant to Section 4.03(a) unless any Downgraded Bank that has not been required to make a Non-Pro Rata Revolving Loan pursuant to Section 3.02(c) has been replaced pursuant to Section 4.04. (c) The Trust may, at its option, from time to time request that the Banks agree to increase their Commitments by an aggregate amount specified by the Trust, which aggregate amount will be allocated ratably among the Banks, based on their then-existing Commitments (as to each Bank, its “Requested Ratable Increase”). Agent shall promptly, and in If any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring Bank declines to increase its Commitment shall notify Agent in writing no later than ten by its Requested Ratable Increase, the remaining Banks will have the option to increase their Commitments by a ratable portion (10based on the then-existing Commitments of the Banks electing such option) Business Days after receipt of notice from Agentsuch declining Bank’s Requested Ratable Increase. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to Commitments of one or more additional banks or financial institutions which is Banks will not result in an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion extension of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased CommitmentExpiration Date. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment by notice to Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.ten

Increase of Commitment. (ia) If Provided that no Default or Event of Default shall have occurred and be continuingcontinuing on the date of the Increase Notice and on the date the Total Commitment is increased, the Borrower may at any shall have the one-time from time to time prior option, by giving written notice to the Maturity Date request Agent (the "Increase Notice"), subject to the terms and conditions set forth in this Agreement, to increase the Total Commitment by an amount up to $100,000,000.00 (the "Available Increase Amount"), which assuming no more than three (3) increases previous reduction in the Commitments, would result in a maximum Total Commitment of $400,000,000.00. The amount of the Commitment by notice to Agent in writing of the amount of such proposed requested increase (each such notice, a “Commitment the "Increase Amount") shall be set forth in the Increase Notice”); provided, however, thatthe Increase Amount shall not be less than $10,000,000.00). The increase in the Total Commitment pursuant to this Section 2.10 must be effective, if at all, on or before December 31, 2005. The execution and delivery of the Increase Notice by Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this Section 2.10 shall have been satisfied on the date of such Increase Notice. (b) The obligation of the Agent and the Banks to increase the Total Commitment pursuant to this Section 2.10 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment: (i) The Borrower shall pay (i) to the aggregate amount of all Agent such increases shall not exceed Three Hundred Million Dollars ($300,000,000); fees as it may require in connection therewith, and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any Banks acquiring the Increase Amount such Commitment Increase Notice delivered with respect to fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable.circumstances; and (ii) If any proposed On the date such Increase Notice is given and on the date such increase in becomes effective, both immediately before and after the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i)increased, Borrower may, in its sole discretion, offer to any existing Lender there shall exist no Default or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion Event of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment.Default; and (iii) Any New Lender which accepts Borrower’s offer to participate The representations and warranties made by or on behalf of the Borrower and the Guarantor in the Loan Documents or in any other document or instrument delivered pursuant to or in connection therewith shall have been true and correct in all respects when made and shall also be true and correct in all respects on the date of such Increase Notice and on the date the Total Commitment is increased, both immediately before and after the Total Commitment is increased (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate have not had and could not reasonably be expected to have a Material Adverse Effect, and except to the extent that such representations and warranties relate expressly to an earlier date); (iv) Agent shall have received satisfactory evidence that following such increase, the Total Commitment as increased shall continue to constitute the "Line of Credit" as defined in and used in the Bond Indenture; (v) The Borrower shall (and shall cause Guarantor to) also execute and deliver to Agent and Borrower the Banks such additional documents, instruments, certifications and opinions as the Agent may require in its reasonable discretion, including, without limitation, replacement Notes, a New Lender AddendumCompliance Certificate demonstrating compliance with all covenants set forth in the Loan Documents after giving effect to the increase and any amendments to the Loan Documents, and upon as Agent may request; and (vi) One or more Banks or potential assignees shall have agreed to acquire the effectiveness Increase Amount, provided, however, no Bank (including, specifically, but without limitation, KeyBank) shall be obligated to acquire such increase without the express written consent of such New Lender Addendum Bank, which consent may be withheld in such New Lender Bank's sole and absolute discretion. Upon the request of Borrower, KeyBank shall endeavor to solicit Banks to acquire the Increase Amount. Borrower shall cooperate and actively assist with KeyBank in connection with any such solicitation and shall reimburse KeyBank for any reasonable out-of-pocket fees or expenses incurred in connection with such solicitation. (c) Upon satisfaction of the terms and conditions set forth above, (i) the Increase Amount shall become a Lender for all purposes part of the Commitment and Total Commitment and be available to be disbursed subject to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits terms of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increasedand, subject to the satisfaction payment of any breakage costs pursuant to Section 4.7, the foregoing terms Banks shall make such adjustments to the outstanding Loans and conditionsCommitment Percentages of such Banks, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order so that, after giving effect to all such assignments increase, the outstanding Loans and purchases, such Loans will be held by existing Lenders and New Lenders ratably in accordance Commitment Percentages are consistent with their Commitments after giving effect to the addition of such new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto respective Commitments; and (Dii) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Agent may unilaterally revise Schedule 2.01 shall be deemed amended I to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriateCommitment.

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, Borrower API may at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment time, by notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the Banks), request that the Total Commitment to be increased by an amount that is not less than $150,000,000 and will not result in the Total Commitment exceeding $750,000,000. Each such notice shall set forth the requested amount of the increase in the Total Commitment and the date on which such proposed increase is to become effective (which shall be not fewer than twenty days after the date of such notice), and shall offer each Bank the opportunity to increase its Commitment by its ratable share, based on the amounts of the Banks' Commitments on the date of such notice, of the requested increase in the Total Commitment. Each Bank shall, by notice to API and the Administrative Agent given not more than ten Business Days after the date of API's notice, either agree to increase its Commitment by all or a “portion of the offered amount or decline to increase its Commitment Increase Notice”(and any Bank that does not deliver such a notice within such period of ten Business Days shall be deemed to have declined to increase its Commitment); provided. In the event that, howeveron the tenth Business Day after API shall have delivered a notice pursuant to the first sentence of this paragraph, thatthe Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by API, API shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Bank"), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Bank, if not already a Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and shall execute all such documentation as the Administrative Agent shall specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $150,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by API pursuant to the first sentence of this Section. Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Bank) shall become effective under this paragraph unless, on the date of such increase, (i) the aggregate amount conditions set forth in paragraphs (a), (b) and (c) of all Section 6.02 (including the condition set forth in Section 6.02(c) insofar as it relates to representations and warranties contained in Sections 5.01(d)(iii) and 5.01(e) which are otherwise excluded in Section 6.02) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such increases shall not exceed Three Hundred Million Dollars ($300,000,000); date and executed by a Responsible Officer of API or (ii) any individual request for an increase the Banks shall be have waived the requirements set forth in the minimum amount of the lesser of clause (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)i) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocablethis sentence. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (ia) If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time from time to time prior to the Revolving Loan Maturity Date request no more than three two (32) increases of the Commitment by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases the Commitment as so increased shall not exceed Three Hundred Million Dollars ($300,000,000)55,000,000; and (ii) any each individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder25,000,000. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Revolving Lenders an opportunity to subscribe for its Applicable Percentage Pro Rata Share (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. The Administrative Agent shall promptlyshall, and in any event within five (5) Business Banking Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Administrative Agent in writing no later than ten (10) Business Banking Days after receipt of notice from the Administrative Agent. Any Lender that does not notify the Administrative Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (iib) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i)2.8(a) preceding, the Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying the Administrative Agent. Promptly and in any event within five (5) Business Banking Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iiic) Any New Lender which accepts the Borrower’s offer to participate in the increased Commitment shall execute and deliver to the Administrative Agent and Borrower a New Lender AddendumCommitment Assignment and Acceptance in accordance with Section 11.8 hereof (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Addendum Commitment Assignment and Acceptance such New Lender shall become a Revolving Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (Ai) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (Bii) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (Ciii) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (Div) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 3.6(e) hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.062.8, Schedule 2.01 1.1 shall be deemed amended to reflect such new Commitment and the Applicable Percentage Pro Rata Share of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time from time to time prior to the Maturity Date request no more than three two (32) increases of the Commitment by notice to Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases shall not exceed Three One Hundred Million Dollars ($300,000,000100,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Twenty Five Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder25,000,000). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuingBorrower may, Borrower may at any time from time to time prior by written notice to the Maturity Date request no more Administrative Agent and the Lenders, increase the Commitment up to $300,000,000; provided that (a) the Commitment has not theretofore been voluntarily reduced pursuant to Section 2.5, (b) the effective date of such increase is not later than three April 30, 1999, (3c) increases the obligation to fund the increase in the Commitment amount is assumed in writing by a Lender or Lenders then party to this Agreement or by a Person or Persons that is an Eligible Assignee, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Administrative Agent, (d) each such Person concurrently purchases a pro rata share of the Commitment by notice TEGP Loan Outstandings from the lenders party to Agent the TEGP Loan Agreement (and each Lender, in writing its capacity as such a lender, hereby agrees to sell such a share at par value to such Person) that is equivalent to the increased Pro Rata Share of such Person, (e) the Eligible Assignee executes and delivers an agreement of joinder to this Agreement and to the TEGP Loan Agreement in form and substance satisfactory to Borrower, TEGP and the Administrative Agent, (f) the amount of such increase, when aggregated with any increase theretofore or concurrently made in the amount of the Term Loan pursuant to Section 2.6 of the Term Loan Agreement, does not exceed $50,000,000 and (g) no such increase shall increase the aggregate of the amount of such proposed increase (each such notice, a “the Commitment Increase Notice”); provided, however, that, (i) and the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser TEGP Loan Outstandings held by any other Lender absent the express written consent of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all that Lender. Giving effect to such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect and purchase of TEGP Loan Outstandings, adjustments shall be made to the existing Commitment (prior to such increase)) Pro Rata Shares of the increased CommitmentLenders and the pro rata shares of TEGP Loan Outstandings such that the Pro Rata Shares of each Lender shall be identical to its pro rata share of the TEGP Loan Outstandings. The Administrative Agent shall promptly, promptly thereafter prepare and in any event within five (5) Business Days after receipt of circulate to Borrower and the Lenders a Commitment Increase Notice, notify each Lender of revised Schedule 1.1 reflecting such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders the revised Pro Rata Shares of the opportunity to participate in all or a portion of such unsubscribed portion Lenders and the revised pro rata shares of the increased CommitmentTEGP Loan Outstandings. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (ia) If Provided that no Default or Event of Default shall have occurred and be continuing, the Borrower may shall have the one-time option at any time from time to time prior before June 30, 2004, by giving written notice to the Maturity Date request no more than three Administrative Agent before such date (3) increases of the Commitment by notice to Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”), subject to the terms and conditions set forth in this Agreement, to increase the Total Commitment Amount by an amount up to $50,000,000.00 (the “Increase Amount”), which, assuming there has been no previous reduction in the Commitment Amounts, would result in a maximum Total Commitment Amount of up to $150,000,000.00. (b) The obligation of the Administrative Agent and the Lenders to increase the Total Commitment Amount pursuant to this Section 2.19 shall be conditioned upon and subject to satisfaction of the following conditions precedent: (i) The Borrower shall have paid to the Administrative Agent and the Lenders acquiring the Increase Amount such fees as the Administrative Agent and such Lenders may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances; and (ii) On the date such Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Total Commitment Amount is increased, there shall exist no Default or Event of Default; and (iii) The representations and warranties made by the Borrower and any of its Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower and any of its Subsidiaries in connection therewith or after the date thereof shall be true and correct in all material respects on the date of such Increase Notice and on the date the Total Commitment Amount is increased, both immediately before and after the Total Commitment Amount is increased; and (iv) Borrower shall have submitted to the Administrative Agent and the Lenders acquiring the Increase Amount a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower, based on advice of the Accountants, to give effect to such Increase Amount) demonstrating that both before and after giving effect to such Increase Amount no Default or Event of Default shall exist; and (v) The Borrower shall have executed and delivered to the Administrative Agent and the Lenders such additional documents, instruments, certifications and opinions as the Administrative Agent may reasonably require, including, without limitation, replacement Notes, and any amendments to Security Documents or the other Loan Documents, as Administrative Agent may reasonably request, and the Borrower shall upon demand pay the cost of any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are demanded in connection with such increase; and (vi) One or more Lenders or potential assignees shall have agreed to acquire the Increase Amount, provided, however, thatthat no Lender (including, specifically, but without limitation, FNB) shall be obligated to acquire such increase without the express written consent of such Lender, which consent may be withheld in such Lender’s sole and absolute discretion. Upon the request of Borrower, FNB shall endeavor to solicit Lenders to acquire the Increase Amount. Borrower shall cooperate and actively assist with FNB in connection with any such solicitation and shall reimburse FNB for any reasonable fees or expenses incurred in connection with such solicitation. (c) Upon satisfaction of the terms and conditions set forth above, (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender Amount shall become a Lender for all purposes part of the Commitments and to the same extent as if originally a party hereto Total Commitment Amount and shall be bound by and entitled disbursed subject to the benefits terms of this AgreementAgreement and effective with such increase, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increasedand, subject to the satisfaction payment of any breakage costs pursuant to Section 2.14, the foregoing terms and conditions, (A) each of the existing Lenders shall assign make such adjustments to each the outstanding Loans and Commitment Percentages of the New such Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order so that, after giving effect to all such assignments increase, the outstanding Loans and purchases, such Loans will be held by existing Lenders and New Lenders ratably in accordance Commitment Percentages are consistent with their Commitments after giving effect respective Commitment Amounts; and (ii) FNB will assign a portion of its Note equal to the addition of such new Commitments Increase Amount to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” Lender or assignee acquiring such Increase Amount and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall such Increase Amount will become a “Lender” with respect to part of the new Total Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriateAmount.

Increase of Commitment. (a) Borrower has requested that the Banks increase the Total Commitment to the sum of One Hundred Sixty Million and No/100 Dollars ($160,000,000.00). In connection therewith, Borrower has executed and delivered replacement Notes to such Banks that have acquired the increase in the Total Commitment, and Borrower has paid to Agent and such increasing Banks such fees as are due and payable to the Agent and such Banks in connection therewith, which fees are fully earned and nonrefundable under any circumstances. The Banks have made such adjustments to the outstanding Loans of such Banks so that after giving effect to such increase, the outstanding Loans are consistent with their pro rata share. Notwithstanding the foregoing, the increase of the Total Commitment in the amount of $35,000,000.00 shall not be available to be borrowed by Borrower until satisfaction of the following conditions, each of which shall be satisfied on or before January 31, 2005 and which shall each be in form and substance reasonably satisfactory to Agent: (i) If no Default or Event Delivery to Agent of Default shall have occurred such amendments, documents, instruments and be continuing, Borrower agreements as the Agent may at any time from time reasonably require to time prior to reflect the Maturity Date request no more than three (3) increases modification of the Commitment by notice to Agent in writing Credit Agreement and the increase of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Total Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable.; (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant Delivery to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer Agent of endorsements to any existing Lender or each Title Policy with respect to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment.each Mortgaged Property; and (iii) Any New Lender Payment of any mortgage, recording, intangible, documentary stamp or other similar taxes and charges which accepts Borrower’s offer the Agent reasonably determines to participate be payable as a result of the increase of the Total Commitment; and (iv) Such other documents, instruments and agreements as the Agent may reasonably require. (b) Notwithstanding that the increase in the Total Commitment is not available to be borrowed by Borrower until the satisfaction and conditions set forth in paragraph 7(a) above, the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender be applicable for all other purposes and to of the same extent as if originally a party hereto and shall be bound by and entitled to Loan Documents, including the benefits determination of this Agreement, Required Banks and the signature pages hereof shall be deemed payment of unused facility fees pursuant to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction Section 2.2 of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriateCredit Agreement.

Increase of Commitment. The Borrower may, at any time after the three month anniversary of the Closing Date, by notice to the Administrative Agent, propose an increase in the total Revolving Loan Commitments hereunder (each such proposed increase being a “Revolving Loan Commitment Increase”) either by having a Lender increase its Revolving Loan Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Revolving Loan Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”) in each case with the approval of the Administrative Agent, Issuing Bank and Swingline Lender (in each case, not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Revolving Loan Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Revolving Loan Commitment Increase is to be effective (a “Revolving Loan Commitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Revolving Loan Maturity Date); provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) If the amount of any Revolving Loan Commitment Increase, and the amount of the Revolving Loan Commitment of any Assuming Lender as part of any Revolving Loan Commitment Increase, shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000; (ii) the aggregate amount of all Revolving Loan Commitment Increases shall not exceed $20,000,000; (iii) no Default or Event of Default shall have occurred and be continuingcontinuing on the relevant Revolving Loan Commitment Increase Date or shall result from any Revolving Loan Commitment Increase; and (iv) the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of the Revolving Loan Commitment Increase Date, Borrower may at any time from time except to time the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date. Each Revolving Loan Commitment Increase (and the increase of the Revolving Loan Commitment of each Increasing Lender and/or the new Revolving Loan Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Loan Commitment Increase Date upon receipt by the Administrative Agent, on or prior to the Maturity Date request no more than three 9:00 a.m., New York City time, on such Revolving Loan Commitment Increase Date, of (3A) increases a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Revolving Loan Commitment Increase under this paragraph (c) have been satisfied, (B) an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which, effective as of such Revolving Loan Commitment Increase Date, the Revolving Loan Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Revolving Loan Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent, the Issuing Bank and the Swingline Lender and (C) such other documentation reasonably requested by the Administrative Agent (including any necessary amendments to the Security Documents in connection with the Revolving Loan Commitment Increase). Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, together with the other documentation referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice to Agent in writing of the amount of such proposed increase (each such notice, a “relevant Revolving Loan Commitment Increase Notice”to the Borrower and the Lenders (including, if applicable, each Assuming Lender); provided. On each Revolving Loan Commitment Increase Date, however, that, the Borrower shall (ia) request funding of Revolving Loans by each Increasing Lender or Assuming Lender for whom a Revolving Loan Commitment Increase is then effective in such amounts and with such Interest Periods as may be required (after giving effect to the aggregate amount of partial payment provided for in clause (ii) below) to cause each outstanding Borrowing to be held by all Lenders with a Revolving Loan Commitment (including such increases shall not exceed Three Hundred Million Dollars ($300,000,000); Increasing Lender or Assuming Lender) ratably in proportion to the Revolving Loan Commitments and (ii) any individual request for an increase shall be in direct the minimum amount Administrative Agent to apply the proceeds of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases funding to the partial prepayment of Borrowings outstanding to Lenders with Revolving Loan Commitments hereunder. Any immediately before giving effect to such Revolving Loan Commitment Increase Notice delivered with respect to any proposed increase Increase, ratably in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect proportion to the existing Commitment (prior amount outstanding owing to them before giving effect to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Revolving Loan Commitment Increase Notice, notify each Lender of such requestIncrease. Each Lender desiring will have the right to increase its request compensation under Section 2.16 in respect of such partial prepayment, to the extent therein provided. Upon each Revolving Loan Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt Increase, the participation interests of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase Lenders in the Commitment is not fully subscribed by the existing Lenders pursuant then outstanding Letters of Credit and Swingline Loans shall automatically be adjusted to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the existing Lenders shall assign to each of the New Lendersreflect, and each Lender (including each Increasing Lender or Assuming Lender) shall have a participation in each such Letters of Credit and Swingline Loans equal to, the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that’ respective Applicable Percentage thereof, 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 new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriateincrease.

Increase of Commitment. (ia) If Provided that no Default or Event of Default shall have occurred and be continuingcontinuing on the date of the Increase Notice and on the date the Total Commitment is increased, the Borrower may at any time shall have the option, by giving written notice to the Agent (the “Increase Notice”), subject to the terms and conditions set forth in this Agreement, to increase from time to time prior the Total Commitment by an amount up to $50,000,000.00 (the Maturity Date request “Available Increase Amount”), which assuming no more than three (3) increases previous reduction in the Commitments, would result in a maximum Total Commitment of $225,000,000.00. The amount of the Commitment by notice to Agent in writing of the amount of such proposed requested increase (each such notice, a the “Commitment Increase Amount”) shall be set forth in the Increase Notice”); provided, however, that, the Increase Amount shall not be less than $10,000,000.00). The execution and delivery of the Increase Notice by Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.10 shall have been satisfied on the date of such Increase Notice. (b) The obligation of the Agent and the Banks to increase the Total Commitment pursuant to this §2.10 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment: (i) The Borrower shall pay (i) to the aggregate amount of all Agent and Arranger such increases shall not exceed Three Hundred Million Dollars ($300,000,000); fees as set forth in the Agreement Regarding Fees, and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any Banks acquiring the Increase Amount such Commitment Increase Notice delivered with respect to fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable.circumstances; and (ii) If any proposed On the date such Increase Notice is given and on the date such increase in becomes effective, both immediately before and after the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i)increased, Borrower may, in its sole discretion, offer to any existing Lender there shall exist no Default or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion Event of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment.Default; and (iii) Any New Lender which accepts Borrower’s offer to participate The representations and warranties made by or on behalf of the Borrower and the Guarantors in the Loan Documents or in any other document or instrument delivered pursuant to or in connection therewith shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date of such Increase Notice and on the date the Total Commitment is increased, both immediately before and after the Total Commitment is increased Commitment (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and except to the extent that such representations and warranties relate expressly to an earlier date); (iv) The Borrower shall (and shall cause Guarantors to) also execute and deliver to Agent and Borrower the Banks such additional documents, instruments, certifications and opinions as the Agent may require in its reasonable discretion, including, without limitation, replacement Notes, a New Lender AddendumCompliance Certificate demonstrating compliance with all covenants set forth in the Loan Documents after giving effect to the increase and any amendments to the Loan Documents, and upon as Agent may request; and (v) One or more Banks or potential assignees shall have agreed to acquire the effectiveness Increase Amount, provided, however, no Bank (including, specifically, but without limitation, KeyBank) shall be obligated to acquire such increase without the express written consent of such New Lender Addendum Bank, which consent may be withheld in such New Lender Bank’s sole and absolute discretion. Upon the request of Borrower, KeyBank shall endeavor to solicit Banks to acquire the Increase Amount. Borrower shall cooperate and actively assist with KeyBank in connection with any such solicitation and shall reimburse KeyBank for any reasonable out-of-pocket fees or expenses incurred in connection with such solicitation. (c) Upon satisfaction of the terms and conditions set forth above, (i) the Increase Amount shall become a Lender for all purposes part of the Commitment and Total Commitment and be available to be disbursed subject to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits terms of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increasedand, subject to the satisfaction payment of any breakage costs pursuant to §4.8, the foregoing terms Banks shall make such adjustments to the outstanding Revolving Credit Loans and conditionsCommitment Percentages of such Banks, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order so that, after giving effect to all such assignments increase, the outstanding Revolving Credit Loans and purchases, such Loans will be held by existing Lenders and New Lenders ratably in accordance Commitment Percentages are consistent with their Commitments after giving effect respective Commitments; and (ii) the Agent may unilaterally revise Schedule 1 to reflect the addition increased Commitment. The participation interests of such new Commitments to the total Commitments hereunder, (B) each new Commitment Banks in Swing Loans and Letters of Credit shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriatesimilarly adjusted.

Increase of Commitment. (i) If at any time after the Closing Date, and so long as no Default or Event of Default or Potential Default has occurred and is continuing, the Borrower desires to increase the Revolving Credit Facility Commitment, (each, an "Additional Revolving Credit Increase") and/or, at the Borrower’s option, request to add term loans (each, an "Incremental Term Loan" and collectively, the "Incremental Term Loans") (each Additional Revolving Credit Increase and each Incremental Term Loan are each, an "Additional Increase" and collectively, the "Additional Increases") the Borrower shall notify the Agent in writing, who will promptly notify each Bank thereof, provided that any such Additional Increase shall be in a minimum of Ten Million and 00/100 Dollars ($10,000,000.00) and the aggregate of all such Additional Increases shall not exceed Four Hundred Million and 00/100 Dollars ($400,000,000.00). The existing Banks shall have occurred and be continuing, Borrower may the right at any time from time within fourteen (14) days following such notice to time prior increase their respective Commitment by providing written notice of the same to the Maturity Date request no Agent so as to provide such additional Commitment pro-rata in accordance with such Bank's Pro Rata Share, and any portion of such Additional Increase which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than three (3) increases one existing Bank desires to increase its Commitment in respect of the Commitment portion of such Additional Increase not provided by notice to Agent in writing an existing Bank, such participating Banks shall provide such portion of the amount additional Commitments on a pro rata basis in accordance with the proportion that their Pro Rata Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or institutions proposed by the Borrower and which is approved by the Agent (which approval will not be unreasonably withheld, conditioned or delayed) and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to the Agent and prepared at the Borrower's expense, which documentation may be executed by the Borrower and the Agent (as agent for the Banks) without further consent or action of the Banks, such proposed increase (each such notice, a “Commitment Increase Notice”)consent hereby deemed to be irrevocably given to the Agent by the Banks; provided, however, thatthat the Borrower shall have the right to have the entire amount of each Additional Increase provided by such approved additional lending institution or institutions if all the existing Banks decline to increase their Commitments to accommodate any such Additional Increase. Notwithstanding anything to the contrary in this Section 2.21 or in any other provision of any Loan Document, if the proceeds of any Additional Increase (it being understood and agreed that only Additional Increases consisting of Incremental Term Loans may be used for a Limited Condition Acquisition) are intended to be applied to finance a Limited Condition Acquisition and the lenders providing such Additional Increase so agree, the availability of funds under such Additional Increase shall be subject to the terms of Section 1.06. In the event of any such Additional Increase in the aggregate Commitments and in the Commitment of any Bank effected pursuant to the terms of this Section 2.21, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Agent, be executed and delivered by the Borrower, and the affected Banks shall promptly surrender and cancel the existing Notes; and the Borrower shall execute and deliver such additional documentation setting forth the new Commitments and Pro Rata Shares as the Agent shall reasonably request in accordance with the provisions of this Section 2.21 (each, an "Additional Increase Amendment"). Each Additional Increase Amendment (i) with respect to any Additional Revolving Credit Increase, shall be executed by the aggregate amount Borrower and the Agent (as agent for the Banks) without further consent or action of all the Banks, such increases shall not exceed Three Hundred Million Dollars ($300,000,000); consent herein is deemed to be irrevocably given to the Agent by the Banks and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditionsIncremental Term Loan, (A) each shall be executed by the Borrower, the Banks providing such Incremental Term Loan and the Agent without further consent of any of the existing Lenders shall assign to each Banks not providing any portion of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest)such Incremental Term Loan, such interests in the Loans outstanding on such date as shall consent herein is deemed to 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 irrevocably given to the addition Agent by the Banks not providing any portion of such new Commitments to the total Commitments hereunderIncremental Term Loan, (B) each new Commitment shall may contain any amendments to this Agreement and the other Loan Documents as may be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemedreasonably necessary or appropriate, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable opinion of the Agent, to effect the provisions of this Section 2.21 to, among other things, include such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase Incremental Term Loan and/or the effect thereof in the Commitment pursuant to this Section 2.06definitions of "Commitments", Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate."

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, The Borrower may at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment time, by notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Banks), request that the Total Commitment be increased by $10,000,000 or an integral multiple thereof and will not result in the Total Commitment exceeding the sum of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, x) $400,000,000 plus (iy) the aggregate amount of all Pari Passu First Lien Debt Cap. Each such increases notice shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in set forth the minimum requested amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Total Commitment may offer one or more Lenders an opportunity and the date on which such increase is to subscribe for its Applicable Percentage become effective (with respect to which shall be not fewer than twenty days after the existing Commitment (prior to date of such increasenotice)) of the increased Commitment. Agent shall promptly, and in shall offer each Bank (other than, after any event within five (5Extended Commitments are made available pursuant to an Extension Amendment, any non-Extending Bank) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring the opportunity to increase its Commitment shall notify by its ratable share, based on the amounts of the Banks’ Commitments on the date of such notice, of the requested increase in the Total Commitment. Each such Bank shall, by notice to the Borrower and the Administrative Agent in writing no later given not more than ten (10) Business Days after receipt the date of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender Borrower’s notice, either agree to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of the offered amount or decline to increase its Commitment (and any Bank that does not deliver such unsubscribed portion a notice within such period of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) ten Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to have declined to increase its Commitment). In the event that, on the tenth Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this Section 2.04, the eligible Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Bank, if not already a Bank hereunder, shall be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction approval of the foregoing terms Administrative Agent (which approval shall not be unreasonably withheld or delayed) and conditionsshall execute all such documentation as the Administrative Agent shall specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $5,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Borrower pursuant to the (Ai) each the conditions set forth in clauses (b) and (c) of Section 6.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the existing Lenders Borrower or (ii) the participating Banks shall assign to each have waived the requirements set forth in clause (i) of this sentence and (B) the New Lenders, First Lien Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02 and each of assuming for this purpose the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, Facility is fully drawn 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 increase) as of the addition last day of such new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount most recently ended Test Period is less than or equal to such assigned portion thereof. Upon any increase in the Commitment pursuant 2.00 to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate1.00.

Increase of Commitment. (ia) If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time from time to time prior to the Revolving Loan Maturity Date request no more than three two (32) increases of the Commitment by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such increases the Commitment as so increased shall not exceed Three Hundred Million Dollars ($300,000,000)50,000,000; and (ii) any each individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder25,000,000. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Revolving Lenders an opportunity to subscribe for its Applicable Percentage Pro Rata Share (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. The Administrative Agent shall promptlyshall, and in any event within five (5) Business Banking Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Administrative Agent in writing no later than ten (10) Business Banking Days after receipt of notice from the Administrative Agent. Any Lender that does not notify the Administrative Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (iib) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i)2.8(a) preceding, the Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying the Administrative Agent. Promptly and in any event within five (5) Business Banking Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iiic) Any New Lender which accepts the Borrower’s offer to participate in the increased Commitment shall execute and deliver to the Administrative Agent and Borrower a New Lender AddendumCommitment Assignment and Acceptance in accordance with Section 11.8 hereof (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Addendum Commitment Assignment and Acceptance such New Lender shall become a Revolving Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (Ai) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such 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 new Commitments to the total Commitments hereunder, (Bii) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, ” and (Ciii) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereofthereto. Upon any increase in the Commitment pursuant to this Section 2.062.8, Schedule 2.01 1.1 shall be deemed amended to reflect such new Commitment and the Applicable Percentage Pro Rata Share of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

Increase of Commitment. (i) If no Default or Event of Default shall have occurred and be continuing, The Borrower may at any time from time to time prior to the Maturity Date request no more than three (3) increases of the Commitment time, by notice to the Administrative Agent in writing (which shall promptly deliver a copy to each of the amount Banks), request that the Total Commitment be increased by $10,000,000 or an integral multiple thereof and will not result in the Total Commitment exceeding the sum of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, x) $400,000,000 plus (iy) the aggregate amount of all Pari Passu First Lien Debt Cap. Each such increases notice shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in set forth the minimum requested amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Total Commitment may offer one or more Lenders an opportunity and the date on which such increase is to subscribe for its Applicable Percentage become effective (with respect to which shall be not fewer than twenty days after the existing Commitment (prior to date of such increasenotice)) of the increased Commitment. Agent shall promptly, and in shall offer each Bank (other than, after any event within five (5Extended Commitments are made available pursuant to an Extension Amendment, any non-Extending Bank) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring the opportunity to increase its Commitment shall notify by its ratable share, based on the amounts of the Banks’ Commitments on the date of such notice, of the requested increase in the Total Commitment. Each such Bank shall, by notice to the Borrower and the Administrative Agent in writing no later given not more than ten (10) Business Days after receipt the date of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender Borrower’s notice, either agree to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of the offered amount or decline to increase its Commitment (and any Bank that does not deliver such unsubscribed portion a notice within such period of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) ten Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to have declined to increase its Commitment). In the event that, on the tenth Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this Section 2.04, the eligible Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Bank, if not already a Bank hereunder, shall be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction approval of the foregoing terms Administrative Agent (which approval shall not be unreasonably withheld or delayed) and conditionsshall execute all such documentation as the Administrative Agent shall specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $5,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section. Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Bank) shall become effective under this Section unless, on the date of such increase, (A) each (i) the conditions set forth in clauses (b) and (c) of Section 6.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the existing Lenders Borrower or (ii) the participating Banks shall assign to each have waived the requirements set forth in clause (i) of this sentence and (B) the New Lenders, First Lien Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.02 and each of assuming for this purpose the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, Facility is fully drawn 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 increase) as of the addition last day of such new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount most recently ended Test Period is less than or equal to such assigned portion thereof. Upon any increase in the Commitment pursuant 2.00 to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate1.00.

Increase of Commitment. (i) If at any time after the Closing Date, and so long as no Default or Event of Default or Potential Default has occurred and is continuing, the Borrower desires to increase the Revolving Credit Facility Commitment, (each, an "Additional Revolving Credit Increase") and/or, at the Borrower’s option, request to add term loans (each, an "Incremental Term Loan" and collectively, the "Incremental Term Loans") (each Additional Revolving Credit Increase and each Incremental Term Loan are each, an "Additional Increase" and collectively, the "Additional Increases") the Borrower shall notify the Agent in writing, who will promptly notify each Bank thereof, provided that any such Additional Increase shall be in a minimum of Ten Million and 00/100 Dollars ($10,000,000.00) and the aggregate of all such Additional Increases shall not exceed Four Hundred Million and 00/100 Dollars ($400,000,000.00). The existing Banks shall have occurred and be continuing, Borrower may the right at any time from time within fourteen (14) days following such notice to time prior increase their respective Commitment by providing written notice of the same to the Maturity Date request no Agent so as to provide such additional Commitment pro-rata in accordance with such Bank's Pro Rata Share, and any portion of such Additional Increase which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than three (3) increases one existing Bank desires to increase its Commitment in respect of the Commitment portion of such Additional Increase not provided by notice to Agent in writing an existing Bank, such participating Banks shall provide such portion of the amount additional Commitments on a pro rata basis in accordance with the proportion that their Pro Rata Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or institutions proposed by the Borrower and which is approved by the Agent (which approval will not be unreasonably withheld, conditioned or delayed) and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to the Agent and prepared at the Borrower's expense, which documentation may be executed by the Borrower and the Agent (as agent for the Banks) without further consent or action of the Banks, such proposed increase (each such notice, a “Commitment Increase Notice”)consent hereby deemed to be irrevocably given to the Agent by the Banks; provided, however, thatthat the Borrower shall have the right to have the entire amount of each Additional Increase provided by such approved additional lending institution or institutions if all the existing Banks decline to increase their Commitments to accommodate any such Additional Increase. Notwithstanding anything to the contrary in this Section 2.21 or in any other provision of any Loan Document, if the proceeds of any Additional Increase (it being understood and agreed that only Additional Increases consisting of Incremental Term Loans may be used for a Limited Condition Acquisition) are intended to be applied to finance a Limited Condition Acquisition and the lenders providing such Additional Increase so agree, the availability of funds under such Additional Increase shall be subject to the terms of Section 1.06. In the event of any such Additional Increase in the aggregate Commitments and in the Commitment of any Bank effected pursuant to the terms of this Section 2.21, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Agent, be executed and delivered by the Borrower, and the affected Banks shall promptly surrender and cancel the existing Notes; and the Borrower shall execute and deliver such additional documentation setting forth the new Commitments and Pro Rata Shares as the Agent shall reasonably request in accordance with the provisions of this Section 2.21 (each, an "Additional Increase Amendment"). Each Additional Increase Amendment (i) with respect to any Additional Revolving Credit Increase, shall be executed by the aggregate amount Borrower and the Agent (as agent for the Banks) without further consent or action of all the Banks, such increases shall not exceed Three Hundred Million Dollars ($300,000,000); consent herein is deemed to be irrevocably given to the Agent by the Banks and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditionsIncremental Term Loan, (A) each shall be executed by the Borrower, the Banks providing such Incremental Term Loan and the Agent without further consent of any of the existing Lenders shall assign to each Banks not providing any portion of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest)such Incremental Term Loan, such interests in the Loans outstanding on such date as shall consent herein is deemed to 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 irrevocably given to the addition Agent by the Banks not providing any portion of such new Commitments to the total Commitments hereunderIncremental Term Loan, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned may contain any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant amendments to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment Agreement and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.other

Increase of Commitment. (ia) If no Default or Event of Default shall have occurred and be continuing, Borrower may at At any time from time to time prior to the Maturity Date request Date, the Borrower may effectuate no more than three two increases in the aggregate Revolving Commitments by an aggregate amount not greater than $1,000,000,000 (3) increases of the Commitment by notice to Agent in writing of the amount of any such proposed increase (each such noticeincrease, a “Commitment Increase NoticeIncrease”); provided, however, that, (i) the aggregate amount of all such increases shall not exceed Three Hundred Million Dollars ($300,000,000); and (ii) any individual request for an increase shall be in the minimum amount of the lesser of (A) One Hundred Million Dollars ($100,000,000) and (B) Three Hundred Million Dollars ($300,000,000) minus the aggregate amount of all such previous increases to the Commitments hereunder. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer by designating either one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment. Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (ii) If any proposed increase in the Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may(each of which, in its sole discretion, offer may determine whether and to any existing Lender what degree to participate in such Commitment Increase) or to one or more additional other banks or other financial institutions which (reasonably acceptable to the Administrative Agent, the Issuing Lenders and the Swingline Lenders) that at the time agree, in the case of any such bank or financial institution that is an Eligible Assignee existing Lender to increase its Revolving Commitment as such Lender shall so select (each, a an “New Increasing Lender”) and, in the opportunity case of any other such bank or financial institution (an “Additional Lender”), to participate in all or become a portion party to this Agreement; provided, however, that (i) the aggregate Revolving Commitments shall not at any time exceed $3,000,000,000 and (ii) the minimum amount of each such unsubscribed portion Commitment Increase shall not be less than $100,000,000. The sum of the increased Commitment, by notifying Agent. Promptly and increases in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders the Revolving Commitments of the opportunity to participate in all or a portion of such unsubscribed portion Increasing Lenders plus the Revolving Commitments of the increased CommitmentAdditional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Lenders. (iiib) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender Increase shall become effective upon (i) the receipt by the Administrative Agent of (A) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Revolving Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a Lender for all purposes party to this Agreement and to the same extent as if originally a party hereto and shall be bound by all the terms and entitled provisions hereof binding upon each Lender, and (B) such evidence of appropriate authorization on the part of the Borrower with respect to the benefits Commitment Increase and such opinions of this Agreementcounsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, and (ii) receipt by the signature pages hereof Administrative Agent of a certificate (the statements contained in which shall be deemed to be amended to add the name true) of such New Lender. On any date on which Commitments are increased, subject to the satisfaction a Responsible Officer of the foregoing terms Borrower stating that both before and conditions, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments Commitment Increase (A) no Event of Default has occurred and purchasesis continuing, 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 new Commitments to the total Commitments hereunder, (B) each new all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date. (c) The Borrower shall prepay any Advances outstanding on the effective date of such Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect Increase to the new extent necessary to keep the outstanding Revolving Advances ratable with any revised Pro Rata Share arising from any nonratable increases in the Revolving Commitments under this Section 2.15. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase, all calculations and all matters relating thereto and (D) and Borrower payments of interest on the Advances shall compensate take into account the actual Revolving Commitment of each Lender who shall have assigned any portion and the principal amount outstanding of any Eurodollar Rate Loans previously held each Advance made by such Lender compensation in during the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment relevant period of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriatetime.