Common use of Increase, Termination or Reduction of Commitments Clause in Contracts

Increase, Termination or Reduction of Commitments. (a) The Borrower shall have the right, from time to time, upon not less than four (4) Business Days’ notice to the Administrative Agent, to terminate the Working Capital Facility Commitments and Acquisition Facility Commitments or, from time to time, reduce the Commitments on a ratable basis; provided, that no such termination or reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Working Capital Facility Commitments of all Working Capital Facility Lenders then in effect or (ii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders then in effect. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment then in effect. (b) At any time during the Increase Period, (x) the aggregate Working Capital Facility Commitments may be increased to an amount not to exceed $950,000,000 (a “Working Capital Facility Increase”) and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 (an “Acquisition Facility Increase”; a Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”) pursuant to the following procedure: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facility, the Borrower may make a written request for such Facility Increase to the Administrative Agent, who shall forward a copy of any such request to the Lenders under such Facility. Each request by the Borrower pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders under such Facility to increase its Commitment under such Facility by its Commitment Percentage of such Requested Increase Amount. (ii) Each Lender under such Facility, acting in its sole discretion and with no obligations to increase its Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the Borrower and the Administrative Agent advise the Borrower and the Administrative Agent whether or not such Lender agrees to all or any portion of such increase in its Commitment under such Facility within ten (10) days after the Borrower’s request. Any such Lender may accept all of its Commitment Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Commitment under such Facility. If any such Lender shall not have responded affirmatively within such ten (10) day period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the Borrower of the results of the request for the applicable Facility Increase. (iii) If the aggregate amount of the increases in the Commitments under any Facility which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Agent (subject to the approval of the Administrative Agent and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditioned) may offer to such additional Persons (including the Lenders under such Facility), as may be agreed by the Borrower and the Administrative Agent, the opportunity to make available such amount of new Commitments under such Facility as may be required so that the aggregate increases in the Commitments under such Facility by the existing Lenders thereunder together with such new Commitments by such other Persons (the “New Lenders”) shall equal the Requested Increase Amount (the aggregate Facility Increase provided by such existing Lenders and the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment under such Facility (each an “Increasing Lender”), each New Lender, the Administrative Agent and the Borrower shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P (an “Increase and New Lender Agreement”); (B) (i) with respect to the Working Capital Facility, aggregate Working Capital Facility Commitment after giving effect to such increases shall not exceed $950,000,000 and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000; (C) any fees and other amounts (including pursuant to Section 11.6) payable by the Borrower in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; (E) delivery of an Availability Certification dated as of the date of such increase and (F) the Administrative Agent shall have received in respect of the Mortgaged Properties (1) such amendments to the Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Agent, in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged Property, and with respect to any Mortgaged Property that is located in a special flood hazard area, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facility. (iv) On any Requested Increase Effective Date with respect to any Facility, (A) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Lenders under such Facility as being required in order to cause (after giving effect to such increase and the use of such amounts to make payments to the other Lenders under such Facility) each Lender’s portion of the outstanding Loans of all Lenders under such Facility to equal its Commitment Percentage of such Loans, (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such outstanding Loans as of the date of the applicable Facility Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Commitment Percentages. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any Facility, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.

Increase, Termination or Reduction of Commitments. (a) The Borrower Borrowers’ Agent shall have the right, from time to time, upon not less than four five (45) Business Days’ notice to the Administrative Agent, to terminate the Working Capital Facility Commitments and Acquisition Facility Commitments or, from time to time, to reduce the Commitments on a ratable basis; provided, that no such termination or reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Working Capital Facility Commitments of all Working Capital Facility Lenders then in effect Total Commitment or (ii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders Commitment then in effect. Any such reduction shall be in an amount equal to $1,000,000 500,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment then in effect. (b) At any time during the Increase Period, (x) the aggregate Working Capital Facility Commitments may be increased to an amount not to exceed $950,000,000 the Working Capital Facility Maximum Amount (a “Working Capital Facility Increase”) and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 the Acquisition Facility Maximum Amount (an “Acquisition Facility Increase”; , a Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”) pursuant to the following procedure; provided that the aggregate Facility Increases made on and after the Closing Date shall not exceed the Maximum Facility Increase Amount: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facility, the Borrower Borrowers’ Agent may make a written request for such Facility Increase to the Administrative AgentAgent (a “Facility Increase Request”), who shall forward a copy of any such request to (x) each of the Lenders under such FacilityFacility identified in such Facility Increase Request and (y) such additional Persons (subject to the approval of the Collateral Agent, the Swing Line Lender and each Issuing Lenders, such approvals not to be unreasonably withheld, delayed or conditioned) as requested by the Borrowers’ Agent (such additional Persons, the “New Lenders”). Each request by the Borrower Borrowers’ Agent pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders and the New Lenders identified in the applicable Facility Increase Request to accept or increase Commitments (as applicable) under such Facility to increase its Commitment under such Facility by its Commitment Percentage of such Requested Increase AmountFacility. (ii) Each Lender under such Facilityand each New Lender identified in the applicable Facility Increase Request, acting in its sole discretion and with no obligations to increase its or accept Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the Borrower Borrowers’ Agent and the Administrative Agent advise the Borrower Borrowers’ Agent and the Administrative Agent whether or not such Lender or New Lender (as applicable) agrees to all or any portion of such Commitment or increase in its Commitment Commitments (as applicable) under such Facility within ten (10) days after the BorrowerBorrowers’ Agent’s request. Any such Lender or New Lender may accept all of the Commitments or increase in its Commitment Percentage of such increase, a portion of such increaseoffered to it pursuant to the applicable Facility Increase Request, or decline to accept any of such Commitment or Commitment increase in its Commitment (as applicable) under such Facility. If any such Lender or New Lender (as applicable) shall not have responded affirmatively within such ten (10) day period, such Lender or New Lender (as applicable) shall be deemed to have rejected the BorrowerBorrowers’ Agent’s request for an increase in such Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the Borrower Borrowers’ Agent of the results of the request for the applicable Facility Increase. (iii) If the aggregate amount of the increases in the Commitments under any Facility which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Collateral Agent (subject to the approval of the Administrative Agent and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditioned) may offer to such additional Persons (including the Lenders under such FacilityFacility and additional New Lenders), as may be agreed by the Borrower Borrowers’ Agent and the Administrative Collateral Agent, the opportunity to make available such amount of new Commitments under such Facility as may be required so that the aggregate increases in the Commitments under such Facility by the existing Lenders thereunder together with such new Commitments by such other Persons (the “New Lenders”) Lenders shall equal the Requested Increase Amount (the aggregate Facility Increase provided by such existing Lenders and the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment under such Facility (each an “Increasing Lender”), each New Lender, the Administrative Agent Collateral Agent, the Borrowers’ Agent, and the Borrower Borrowers shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P L (an “Increase and New Lender Agreement”); (B) (i) with respect to the Working Capital Facility, aggregate Working Capital Facility Commitment after giving effect to such increases shall not exceed $950,000,000 the Working Capital Facility Maximum Amount, and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000the Acquisition Facility Maximum Amount; (C) any fees and other amounts (including including, without limitation, pursuant to Section 11.6) payable by the Borrower Borrowers in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; (E) delivery of an Availability Certification dated as of the date of such increase increase; and (F) the Administrative Collateral Agent shall have received in respect of the Mortgaged Properties (1) such amendments to the Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Collateral Agent, in each case, executed and delivered by a duly authorized officer Responsible Person of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged Property, and with respect to any Mortgaged Property that is located in a special flood hazard area, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Collateral Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facility. (iv) On any Requested Increase Effective Date with respect to any Facility, (A) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Lenders under such Facility as being required in order to cause (after giving effect to such increase and the use of such amounts to make payments to the other Lenders under such Facility) each Lender’s portion of the outstanding Loans of all Lenders under such Facility to equal its Commitment Percentage of such Loans, (B) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such outstanding Loans as of the date of the applicable Facility Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the Borrower Borrowers’ Agent in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Working Capital Facility Commitment Percentages. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any Facility, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.

Increase, Termination or Reduction of Commitments. (a) The Borrower Borrowers shall have the right, from time to time, upon not less than four three (43) Business Days’ notice to the Administrative Agent, to terminate the Working Capital Facility Commitments and Acquisition Facility Commitments or, from time to time-to-time, to irrevocably reduce the Commitments on a ratable basisamount of the Commitments; providedprovided that, that no such termination or irrevocable reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Working Capital Facility Commitments of all Working Capital Facility Lenders then in effect or (ii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders Commitment then in effect. Any such irrevocable reduction shall be in an amount equal to $1,000,000 500,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment Commitments then in effect. (b) At The Commitments may be increased at any time during the Increase Period, (x) the aggregate Working Capital Facility Commitments may be increased Period to an amount a Total Commitment not to exceed $950,000,000 (a “Working Capital Facility Increase”) and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 (an “Acquisition Facility Increase”; a Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”) pursuant to the following procedure250,000,000 as follows: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facilitysuch increase in Commitments, the Borrower Borrowers may make a written request for such Facility Increase increase to the Administrative Agent, who shall forward a copy of any such request to each of the Lenders under such FacilityLenders. Each request by the Borrower Borrowers pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase in Commitments (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders under such Facility Lender to increase its Commitment under such Facility by its Commitment Percentage a ratable portion of such Requested Increase Amount. (ii) Each Lender under such FacilityLender, acting in its sole discretion and with no obligations to increase its Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the Borrower Borrowers and the Administrative Agent advise the Borrower Borrowers and the Administrative Agent whether or not such Lender agrees to all or any portion of such increase in its Commitment under such Facility within ten (10) days after the Borrower’s Borrowers’ request. Any such Lender may accept all of its Commitment Percentage of such ratable increase, a portion of such increase, or decline to accept any of such increase in its Commitment under such FacilityCommitment. If any such Lender shall not have responded affirmatively within such ten (10) day period, such Lender shall be deemed to have rejected the Borrower’s Borrowers’ request for an increase in such Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the Borrower Borrowers of the results of such request to the request for Lenders to so increase the applicable Facility IncreaseCommitments by the Requested Increase Amount. (iii) If the aggregate amount of the increases in the Commitments under any Facility Commitment which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Agent (subject to the approval of the Administrative Agent Borrowers and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditionedLenders) may offer to such additional Persons (including the Lenders under such Facility), Lenders) as may be agreed by the Borrower Borrowers and the Administrative AgentAgent (to the extent not Existing Lenders, “New Lenders”) the opportunity to make available such amount of new Commitments under such Facility as may be required so that the aggregate increases in the Commitments under such Facility by the existing Lenders thereunder together with such and new Commitments by such other Persons (the “New Lenders”) Lenders shall equal the Requested Increase Amount (the aggregate Facility Increase provided increases in Commitments by such the existing Lenders and new Commitments by the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 50,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment under such Facility Commitments (each an “Increasing Lender”), each New Lender, the Administrative Agent and the Borrower Borrowers shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P N (an “Increase and New Lender Agreement”); (B) (i) with respect to the Working Capital Facility, aggregate Working Capital Facility Total Commitment after giving effect to such increases shall not exceed $950,000,000 and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000250,000,000; (C) any fees and other amounts (including including, without limitation, pursuant to Section 11.6) payable by the Borrower Borrowers in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; (E) delivery of an Availability Certification dated as each of the date Borrowers’ Consolidated Net Working Capital, Consolidated Tangible Net Worth and Consolidated Leverage Ratio at the time of such increase increase, each as determined by the Applicable Financial Statements, are within the requirements set forth opposite the Maximum Amount equal to the Total Commitments after giving effect to such increases; and (F) the Administrative Agent shall have received in respect delivery of a certificate of a Responsible Person of the Mortgaged Properties (1) such amendments Borrowers as to the Mortgage and Security Agreements as are matters set forth in form and substance reasonably satisfactory to the Administrative AgentSections 6.2(b), in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording taxc) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged Property, and with respect to any Mortgaged Property that is located in a special flood hazard area, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facilitye). (iv) On any Requested Increase Effective Date with respect to any FacilityDate, (Ai) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine determine, for the benefit of the other Lenders under such Facility relevant Lenders, as being required in order to cause (cause, after giving effect to such increase and the use of such amounts to make payments to the such other Lenders under such Facility) relevant Lenders, each Lender’s portion of the outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such Loans, Loans and (Bii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such outstanding Loans as of the date of any increase in the applicable Facility Increase Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods, Periods if applicable, specified in a notice delivered by the Borrower Borrowers in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Commitment Percentages). The deemed payments made pursuant to clause (Bii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any FacilityDate, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.

Increase, Termination or Reduction of Commitments. (a) The Borrower Borrowers’ Agent shall have the right, from time to time, upon not less than four five (45) Business Days’ notice to the Administrative Agent, to terminate the Working Capital Facility Commitments and Acquisition Facility Commitments or, from time to time, to reduce the Commitments on a ratable basis; provided, that no such termination or reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Working Capital Facility Commitments of all Working Capital Facility Lenders then in effect Total Commitment or (ii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders Commitment then in effect. Any such reduction shall be in an amount equal to $1,000,000 500,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment then in effect. (b) At any time during the Increase Period, (x) the aggregate Working Capital Facility Commitments may be increased to an amount not to exceed $950,000,000 the Working Capital Facility Maximum Amount (a “Working Capital Facility Increase”) and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 the Working Capital Facility Maximum Amount (an “Acquisition Facility Increase”; , a Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”) pursuant to the following procedure; provided that the aggregate Facility Increases made on and after the Closing Date shall not exceed the Maximum Facility Increase Amount: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facility, the Borrower Borrowers’ Agent may make a written request for such Facility Increase to the Administrative AgentAgent (a “Facility Increase Request”), who shall forward a copy of any such request to (x) each of the Lenders under such FacilityFacility identified in such Facility Increase Request and (y) such additional Persons (subject to the approval of the Collateral Agent, the Swing Line Lender and each Issuing Lenders, such approvals not to be unreasonably withheld, delayed or conditioned) as requested by the Borrowers’ Agent (such additional Persons, the “New Lenders”). Each request by the Borrower Borrowers’ Agent pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders and the New Lenders identified in the applicable Facility Increase Request to accept or increase Commitments (as applicable) under such Facility to increase its Commitment under such Facility by its Commitment Percentage of such Requested Increase AmountFacility. (ii) Each Lender under such Facilityand each New Lender identified in the applicable Facility Increase Request, acting in its sole discretion and with no obligations to increase its or accept Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the Borrower Borrowers’ Agent and the Administrative Agent advise the Borrower Borrowers’ Agent and the Administrative Agent whether or not such Lender or New Lender (as applicable) agrees to all or any portion of such Commitment or increase in its Commitment Commitments (as applicable) under such Facility within ten (10) days after the BorrowerBorrowers’ Agent’s request. Any such Lender or New Lender may accept all of the Commitments or increase in its Commitment Percentage of such increase, a portion of such increaseoffered to it pursuant to the applicable Facility Increase Request, or decline to accept any of such Commitment or Commitment increase in its Commitment (as applicable) under such Facility. If any such Lender or New Lender (as applicable) shall not have responded affirmatively within such ten (10) day period, such Lender or New Lender (as applicable) shall be deemed to have rejected the BorrowerBorrowers’ Agent’s request for an increase in such Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the Borrower Borrowers’ Agent of the results of the request for the applicable Facility Increase. (iii) If the aggregate amount of the increases in the Commitments under any Facility which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Collateral Agent (subject to the approval of the Administrative Agent and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditioned) may offer to such additional Persons (including the Lenders under such FacilityFacility and additional New Lenders), as may be agreed by the Borrower Borrowers’ Agent and the Administrative Collateral Agent, the opportunity to make available such amount of new Commitments under such Facility as may be required so that the aggregate increases in the Commitments under such Facility by the existing Lenders thereunder together with such new Commitments by such other Persons (the “New Lenders”) Lenders shall equal the Requested Increase Amount (the aggregate Facility Increase provided by such existing Lenders and the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment under such Facility (each an “Increasing Lender”), each New Lender, the Administrative Agent Collateral Agent, the Borrowers’ Agent, and the Borrower Borrowers shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P L (an “Increase and New Lender Agreement”); (B) (i) with respect to the Working Capital Facility, aggregate Working Capital Facility Commitment after giving effect to such increases shall not exceed $950,000,000 the Working Capital Facility Maximum Amount, and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000the Acquisition Facility Maximum Amount; (C) any fees and other amounts (including including, without limitation, pursuant to Section 11.6) payable by the Borrower Borrowers in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; (E) delivery of an Availability Certification dated as of the date of such increase increase; and (F) the Administrative Collateral Agent shall have received in respect of the Mortgaged Properties (1) such amendments to the Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Collateral Agent, in each case, executed and delivered by a duly authorized officer Responsible Person of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged Property, and with respect to any Mortgaged Property that is located in a special flood hazard area, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Collateral Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facility. (iv) On any Requested Increase Effective Date with respect to any Facility, (A) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Lenders under such Facility as being required in order to cause (after giving effect to such increase and the use of such amounts to make payments to the other Lenders under such Facility) each Lender’s portion of the outstanding Loans of all Lenders under such Facility to equal its Commitment Percentage of such Loans, (B) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such outstanding Loans as of the date of the applicable Facility Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the Borrower Borrowers’ Agent in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Working Capital Facility Commitment Percentages. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any Facility, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.

Increase, Termination or Reduction of Commitments. (a) The U.S. Borrower shall have the right, from time to time, upon not less than four (4) Business Days’ notice to the Administrative Agent, to terminate the Dollar Working Capital Facility Commitments, the Multicurrency Working Capital Facility Commitments and and/or the Acquisition Facility Commitments or, from time to time, reduce the Dollar Working Capital Facility Commitments, the Multicurrency Working Capital Facility Commitments on a ratable basisand/or the Acquisition Facility Commitments; provided, that no such termination or reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Dollar Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Dollar Working Capital Facility Commitments of all Dollar Working Capital Facility Lenders then in effect, (ii) the Total Multicurrency Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Multicurrency Working Capital Facility Commitments of all Multicurrency Working Capital Facility Lenders then in effect or (iiiii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders then in effect. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment then in effect. (b) At any time during the Increase Period, (x) (i) the aggregate Dollar Working Capital Facility Commitments may be increased to an amount not to exceed $950,000,000 1,200,000,000 (a “Dollar Working Capital Facility Increase”) and (ii) the aggregate Multicurrency Working Capital Facility Commitments may be increased to an amount not to exceed $320,000,000 (a “Multicurrency Working Capital Facility Increase”); provided that the aggregate increases under clauses (x)(i) and (x)(ii) shall not exceed $200,000,000 and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 600,000,000750,000,000 (an “Acquisition Facility Increase”; a Dollar Working Capital Facility Increase, Multicurrency Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”) pursuant to the following procedure: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facility, the The U.S. Borrower may make a written request for such Facility Increase to the Administrative Agent, who shall forward a copy of any such request to the Lenders under such Facility. Each request by the U.S. Borrower pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders under such Facility to increase its Commitment under such Facility by its Commitment Percentage of such Requested Increase Amount. (ii) Each Lender under such Facility, acting in its sole discretion and with no obligations to increase its Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the U.S. Borrower and the Administrative Agent advise the U.S. Borrower and the Administrative Agent whether or not such Lender agrees to all or any portion of such increase in its Commitment under such Facility within ten (10) days after the U.S. Borrower’s request. Any such Lender may accept all of its Commitment Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Commitment under such Facility. If any such Lender shall not have responded affirmatively within such ten (10) day period, such Lender shall be deemed to have rejected the U.S. Borrower’s request for an increase in such Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the U.S. Borrower of the results of the request for the applicable Facility Increase. (iii) If the aggregate amount of the increases in the Commitments under any Facility which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Agent (subject to the approval of the Administrative Agent and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditioned) may offer to such additional Persons (including the Lenders under such Facility), as may be agreed by the U.S. Borrower and the Administrative Agent, the opportunity to make available such amount of new Commitments under such Facility as may be required so that the aggregate increases in the Commitments under such Facility by the existing Lenders thereunder together with such new Commitments by such other Persons (the “New Lenders”) shall equal the Requested Increase Amount (the aggregate Facility Increase provided by such existing Lenders and the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment under such Facility (each an “Increasing Lender”), each New Lender, the Administrative Agent and the U.S. Borrower shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P (an “Increase and New Lender Agreement”); (B) (i) (x) with respect to the Dollar Working Capital Facility, the aggregate Dollar Working Capital Facility Commitment after giving effect to such increases shall not exceed $950,000,000 1,200,000,000 and (y) with respect to the Multicurrency Working Capital Facility, the aggregate Multicurrency Working Capital Facility Commitment after giving effect to such increases shall not exceed $320,000,000; provided that the aggregate increases under clauses (i)(x) and (i)(y) shall not exceed $200,000,000 and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000600,000,000750,000,000; (C) any fees and other amounts (including pursuant to Section 11.6) payable by the U.S. Borrower in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; (E) delivery of an Availability Certification dated as of the date of such increase and (F) with respect to each Mortgaged Property, the Administrative Agent shall have received in respect of the Mortgaged Properties (1) such amendments to the Mortgage and Security Agreements or new Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Agent, in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital applicable Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Restatement Effective Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged PropertyProperty located in the United States, and with respect to any Mortgaged Property in the United States that is located in a special flood hazard areaarea and with respect to any Mortgaged Property located in Canada in a flood plain, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facility. (iv) On any Requested Increase Effective Date with respect to any Facility, (A) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Lenders under such Facility as being required in order to cause (after giving effect to such increase and the use of such amounts to make payments to the other Lenders under such Facility) each Lender’s portion of the outstanding Loans of all Lenders under such Facility to equal its Commitment Percentage of such Loans, (B) the applicable Borrower shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such outstanding Loans as of the date of the applicable Facility Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the applicable Borrower in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Commitment Percentages. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Eurocurrency Loan shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower Borrowers to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any Facility, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.

Increase, Termination or Reduction of Commitments. (a) The Borrower Borrowers’ Agent shall have the right, from time to time, upon not less than four (4) Business Days’ notice to the Administrative Agent, to terminate the Working Capital Facility Commitments and Acquisition Facility Commitments or, from time to time, reduce the Commitments on a ratable basis; provided, that no such termination or reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Working Capital Facility Commitments of all Working Capital Facility Lenders then in effect or (ii) the Total Acquisition Facility Total Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders then in effect. Any such reduction shall be in an amount equal to $1,000,000 500,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment then in effect. (b) At any time during the Increase Period, (x) the aggregate Working Capital Facility Commitments may be increased to an amount not to exceed $950,000,000 975,000,000 (a “Working Capital Facility Increase”) and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 275,000,000 (an “Acquisition Facility Increase”; a Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”) pursuant to the following procedure: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facility, the Borrower Borrowers’ Agent may make a written request for such Facility Increase to the Administrative Agent, who shall forward a copy of any such request to the Lenders under such Facility. Each request by the Borrower Borrowers’ Agent pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders under such Facility to increase its Commitment under such Facility by its Commitment Percentage of such Requested Increase Amount. (ii) Each Lender under such Facility, acting in its sole discretion and with no obligations to increase its Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the Borrower Borrowers’ Agent and the Administrative Agent advise the Borrower Borrowers’ Agent and the Administrative Agent whether or not such Lender agrees to all or any portion of such increase in its Commitment under such Facility within ten (10) days after the BorrowerBorrowers’ Agent’s request. Any such Lender may accept all of its Commitment Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Commitment under such Facility. If any such Lender shall not have responded affirmatively within such ten (10) day period, such Lender shall be deemed to have rejected the BorrowerBorrowers’ Agent’s request for an increase in such Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the Borrower Borrowers’ Agent of the results of the request for the applicable Facility Increase. (iii) If the aggregate amount of the increases in the Commitments under any Facility which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Agent (subject to the approval of the Administrative Agent and the Issuing Lenders under such Facility, such approvals approval not to be unreasonably withheld, delayed or conditioned) may offer to such additional Persons (including the Lenders under such Facility), as may be agreed by the Borrower Borrowers’ Agent and the Administrative Agent, the opportunity to make available such amount of new Commitments under such Facility as may be required so that the aggregate increases in the Commitments under such Facility by the existing Lenders thereunder together with such new Commitments by such other Persons (the “New Lenders”) shall equal the Requested Increase Amount (the aggregate Facility Increase provided by such existing Lenders and the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment under such Facility (each an “Increasing Lender”), each New Lender, the Administrative Agent, the Borrowers’ Agent and the Borrower Borrowers shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P (an “Increase and New Lender Agreement”); (B) (i) with respect to the Working Capital Facility, aggregate Working Capital Facility Commitment after giving effect to such increases shall not exceed $950,000,000 975,000,000 and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000275,000,000; (C) any fees and other amounts (including including, without limitation, pursuant to Section 11.6) payable by the Borrower Borrowers in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; (E) delivery of an Availability Certification dated as of the date of such increase and (F) with respect to an increase in the Acquisition Facility, the Administrative Agent shall have received in respect of the Mortgaged Properties (1) such amendments to the Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Agent, in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the mortgagee’s title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued policies) or marked up unconditional title commitment, pro forma policy or binder for such insurance) insurance in each case an aggregate amount not less than 125% of the principal amount of the Acquisition Facility after giving effect to such increase in form and substance not materially less favorable to the Administrative Collateral Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Date; provided, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Lawthat, a standard flood hazard determination for each Mortgaged Property, and with respect to any Mortgaged Property that is located in a special flood hazard area, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, Extensions such aggregate amount may be satisfied pursuant to (x) endorsements or increases to existing title policies or marked up unconditional commitments, pro forma policies or binders, (y) new title policies or marked up unconditional commitments, pro forma policies or binders or (z) a combination of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facilityforegoing. (iv) On any Requested Increase Effective Date with respect to any Facility, (A) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Lenders under such Facility as being required in order to cause (after giving effect to such increase and the use of such amounts to make payments to the other Lenders under such Facility) each Lender’s portion of the outstanding Loans of all Lenders under such Facility to equal its Commitment Percentage of such Loans, (B) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such outstanding Loans as of the date of the applicable Facility Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the Borrower Borrowers’ Agent in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Commitment Percentages. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower Borrowers to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any Facility, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.

Increase, Termination or Reduction of Commitments. (a) The U.S. Borrower shall have the right, from time to time, upon not less than four (4) Business Days’ notice to the Administrative Agent, to terminate the Dollar Working Capital Facility Commitments, the Multicurrency Working Capital Facility Commitments and and/or the Acquisition Facility Commitments or, from time to time, reduce the Dollar Working Capital Facility Commitments, the Multicurrency Working Capital Facility Commitments on a ratable basisand/or the Acquisition Facility Commitments; provided, that no such termination or reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Dollar Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Dollar Working Capital Facility Commitments of all Dollar Working Capital Facility Lenders then in effect, (ii) the Total Multicurrency Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Multicurrency Working Capital Facility Commitments of all Multicurrency Working Capital Facility Lenders then in effect or (iiiii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders then in effect. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment then in effect. (b) At any time during the Increase Period, (x) (i) the aggregate Dollar Working Capital Facility Commitments may be increased to an amount not to exceed $950,000,000 1,200,000,000 (a “Dollar Working Capital Facility Increase”) and (ii) the aggregate Multicurrency Working Capital Facility Commitments may be increased to an amount not to exceed $320,000,000 (a “Multicurrency Working Capital Facility Increase”); provided that the aggregate increases under clauses (x)(i) and (x)(ii) shall not exceed $200,000,000 and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 600,000,000 (an “Acquisition Facility Increase”; a Dollar Working Capital Facility Increase, Multicurrency Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”) pursuant to the following procedure: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facility, the The U.S. Borrower may make a written request for such Facility Increase to the Administrative Agent, who shall forward a copy of any such request to the Lenders under such Facility. Each request by the U.S. Borrower pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders under such Facility to increase its Commitment under such Facility by its Commitment Percentage of such Requested Increase Amount. (ii) Each Lender under such Facility, acting in its sole discretion and with no obligations to increase its Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the U.S. Borrower and the Administrative Agent advise the U.S. Borrower and the Administrative Agent whether or not such Lender agrees to all or any portion of such increase in its Commitment under such Facility within ten (10) days after the U.S. Borrower’s request. Any such Lender may accept all of its Commitment Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Commitment under such Facility. If any such Lender shall not have responded affirmatively within such ten (10) day period, such Lender shall be deemed to have rejected the U.S. Borrower’s request for an increase in such Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the U.S. Borrower of the results of the request for the applicable Facility Increase. (iii) If the aggregate amount of the increases in the Commitments under any Facility which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Agent (subject to the approval of the Administrative Agent and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditioned) may offer to such additional Persons (including the Lenders under such Facility), as may be agreed by the U.S. Borrower and the Administrative Agent, the opportunity to make available such amount of new Commitments under such Facility as may be required so that the aggregate increases in the Commitments under such Facility by the existing Lenders thereunder together with such new Commitments by such other Persons (the “New Lenders”) shall equal the Requested Increase Amount (the aggregate Facility Increase provided by such existing Lenders and the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment under such Facility (each an “Increasing Lender”), each New Lender, the Administrative Agent and the U.S. Borrower shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P (an “Increase and New Lender Agreement”); (B) (i) (x) with respect to the Dollar Working Capital Facility, the aggregate Dollar Working Capital Facility Commitment after giving effect to such increases shall not exceed $950,000,000 1,200,000,000 and (y) with respect to the Multicurrency Working Capital Facility, the aggregate Multicurrency Working Capital Facility Commitment after giving effect to such increases shall not exceed $320,000,000; provided that the aggregate increases under clauses (i)(x) and (i)(y) shall not exceed $200,000,000 and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000600,000,000; (C) any fees and other amounts (including pursuant to Section 11.6) payable by the U.S. Borrower in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; (E) delivery of an Availability Certification dated as of the date of such increase and (F) with respect to each Mortgaged Property, the Administrative Agent shall have received in respect of the Mortgaged Properties (1) such amendments to the Mortgage and Security Agreements or new Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Agent, in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital applicable Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Restatement Effective Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged PropertyProperty located in the United States, and with respect to any Mortgaged Property in the United States that is located in a special flood hazard areaarea and with respect to any Mortgaged Property located in Canada in a flood plain, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facility. (iv) On any Requested Increase Effective Date with respect to any Facility, (A) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Lenders under such Facility as being required in order to cause (after giving effect to such increase and the use of such amounts to make payments to the other Lenders under such Facility) each Lender’s portion of the outstanding Loans of all Lenders under such Facility to equal its Commitment Percentage of such Loans, (B) the applicable Borrower shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such outstanding Loans as of the date of the applicable Facility Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the applicable Borrower in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Commitment Percentages. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Eurocurrency Loan shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower Borrowers to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any Facility, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.

Increase, Termination or Reduction of Commitments. (a) The Borrower Borrowers’ Agent shall have the right, from time to time, upon not less than four five (45) Business Days’ notice to the Administrative Agent, to terminate the Working Capital Facility Commitments and Acquisition Revolving Facility Commitments or, from time to time, to reduce the Revolving Facility Commitments on a ratable basis; provided, provided that no such termination or reduction of the relevant Revolving Facility Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) thereof the Total Working Capital Revolving Facility Extensions of Credit would exceed the aggregate amount of all Working Capital Total Revolving Facility Commitments of all Working Capital Facility Lenders then in effect or (ii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders then in effectCommitments. Any such reduction shall be in an amount equal to $1,000,000 500,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment then in effect. (b) At any time during the Increase Period, (x) the aggregate Working Capital Total Revolving Facility Commitments may be increased to an amount not to exceed $950,000,000 the Revolving Facility Maximum Amount (a “Working Capital Facility Increase”) and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 (an “Acquisition Facility Increase”; a Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Revolving Facility Increase”) pursuant to the following procedure; provided that the aggregate Revolving Facility Increases made on and after the Restatement Effective Date shall not exceed the Maximum Facility Increase Amount: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Revolving Facility Increase with respect to any FacilityIncrease, the Borrower Borrowers’ Agent may make a written request for such Revolving Facility Increase to the Administrative AgentAgent (a “Facility Increase Request”), who shall forward a copy of any such request to (x) each of the Revolving Facility Lenders under identified in such FacilityFacility Increase Request and (y) such additional Persons (subject to the approval of the Collateral Agent, the Swing Line Lender and each Issuing Lenders, such approvals not to be unreasonably withheld, delayed or conditioned) as requested by the Borrowers’ Agent (such additional Persons, the “New Lenders”). Each request by the Borrower Borrowers’ Agent pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase (the “Requested Increase Amount”), and shall constitute an invitation to each of the Revolving Facility Lenders under such and the New Lenders, in each case, identified in the applicable Facility Increase Request to increase its Commitment under such accept or increase(as applicable) Revolving Facility by its Commitment Percentage of such Requested Increase AmountCommitments. (ii) Each Revolving Facility Lender under such Facilityand each New Lender identified in the applicable Facility Increase Request, acting in its sole discretion and with no obligations to increase its Commitment under such or accept (as applicable) Revolving Facility Commitments pursuant to this Section 4.1(b), shall by written notice to the Borrower Borrowers’ Agent and the Administrative Agent advise the Borrower Borrowers’ Agent and the Administrative Agent whether or not such Lender or New Lender (as applicable) agrees to all or any portion of such Revolving Facility Commitment or increase in its Commitment under such Revolving Facility Commitments (as applicable) within ten (10) days after the BorrowerBorrowers’ Agent’s request. Any such Revolving Facility Lender or New Lender may accept all of the Revolving Facility Commitments or increase in its Revolving Facility Commitment Percentage of such increase, a portion of such increaseoffered to it pursuant to the applicable Facility Increase Request, or decline to accept any of such Revolving Facility Commitment or Revolving Facility Commitment increase in its Commitment under such Facility(as applicable). If any such Revolving Facility Lender or New Lender (as applicable) shall not have responded affirmatively within such ten (10) day period, such Lender or New Lender (as applicable) shall be deemed to have rejected the BorrowerBorrowers’ Agent’s request for an increase in such Revolving Facility Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the Borrower Borrowers’ Agent of the results of the request for the applicable Revolving Facility Increase. (iii) If the aggregate amount of the increases in the Revolving Facility Commitments under any Facility which that the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Collateral Agent (subject to the approval of the Administrative Agent and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditioned) may offer to such additional Persons (including the Revolving Facility Lenders under such Facilityand additional lenders), as may be agreed by the Borrower Borrowers’ Agent and the Administrative Collateral Agent, the opportunity to make available such amount of new Revolving Facility Commitments under such Facility as may be required so that the aggregate increases in the Revolving Facility Commitments under such Facility by the existing Lenders thereunder together with such new Revolving Facility Commitments by such other Persons (the “New Lenders”) Lenders shall equal the Requested Increase Amount (the aggregate Revolving Facility Increase provided by such existing Lenders and the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Revolving Facility Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Revolving Facility Lender that so elects to increase its Revolving Facility Commitment under such Facility (each an “Increasing Lender”), each New Lender, the Administrative Agent Collateral Agent, the Borrowers’ Agent, and the Borrower Borrowers shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P L (an “Increase and New Lender Agreement”); (B) (i) with respect to the Working Capital Facility, aggregate Working Capital Total Revolving Facility Commitment after giving effect to such increases shall not exceed $950,000,000 and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Revolving Facility Commitments after giving effect to such increase shall not exceed $450,000,000Maximum Amount; (C) any fees and other amounts (including including, without limitation, pursuant to Section 11.6) payable by the Borrower Borrowers in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Revolving Facility Commitments; and (E) delivery of an Availability Certification dated as of the date of such increase and (F) the Administrative Collateral Agent shall have received in respect of the Mortgaged Properties (1) such amendments to the Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Collateral Agent, in each case, executed and delivered by a duly authorized officer Responsible Person of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital Revolving Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged Property, and with respect to any Mortgaged Property that is located in a special flood hazard area, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Collateral Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facility. (iv) On any Requested Increase Effective Date with respect to any FacilityDate, (A) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Revolving Facility Lenders under such Facility as being required in order to cause (after giving effect to such increase and the use of such amounts to make payments to the other Lenders under such FacilityRevolving Facility Lenders) each Revolving Facility Lender’s portion of the outstanding Revolving Facility Loans of all Revolving Facility Lenders under such Facility to equal its Revolving Facility Commitment Percentage of such LoansPercentage, (B) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans of all the Revolving Facility Lenders under such Facility to equal its Revolving Facility Commitment Percentage of such outstanding Loans as of the date of the applicable Facility Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the Borrower Borrowers’ Agent in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Revolving Facility Commitment Percentages. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any FacilityDate, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Revolving Facility Commitments and the Revolving Facility Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.

Increase, Termination or Reduction of Commitments. (a) The Borrower Borrowers’ Agent shall have the right, from time to time, upon not less than four (4) Business Days’ notice to the Administrative Agent, to terminate the Working Capital Facility Revolving Commitments and Acquisition Facility the Credit-Linked Commitments or, from time to time, to reduce the Commitments on a ratable basis; provided, provided that no such termination or reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (iA) the Total Working Capital Facility Outstanding Revolving Extensions of Credit shall exceed the aggregate Revolving Commitments then in effect, (B) the aggregate Credit-Linked L/C Obligations shall exceed the aggregate Credit-Linked Commitments then in effect, or (C) the Total Extensions of Credit would exceed the aggregate amount of all Working Capital Facility Commitments of all Working Capital Facility Lenders then in effect or (ii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders Commitment then in effect. Any such reduction shall be in an amount equal to $1,000,000 2,500,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment Commitments then in effect, except as otherwise provided in Section 4.18. (b) At The Revolving Commitments may be increased at any time during the Increase Period, at the election of the Borrowers’ Agent, for the purpose of (xi) increasing the aggregate Working Capital Facility Commitments may be increased to an amount not to exceed $950,000,000 Total Commitment (a “Working Capital Facility Total Commitment Increase”) and or (yii) increasing the portion that the aggregate Acquisition Facility Revolving Commitments may be increased to an amount not to exceed $450,000,000 constitutes of the Total Commitment (an “Acquisition Facility Increase”; a Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Reallocation Increase”) ), pursuant to the following procedure: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facilitysuch increase in Revolving Commitments, the Borrower Borrowers’ Agent may make a written request for such either a Total Commitment Increase or a Facility Reallocation Increase to the Administrative Agent, who who, following the consent of the Required Instructing Group Members in their sole discretion, shall forward a copy of any such request to each of the Revolving Lenders under such Facilityand additionally, in the case of a Facility Reallocation Increase, to each of the Credit-Linked Lenders. Each request by the Borrower Borrowers’ Agent pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase in Revolving Commitments (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders under such Facility Revolving Lender to increase its Revolving Commitment under such Facility by its Revolving Commitment Percentage of such Requested Increase Amount. (ii) Each Lender under such FacilityRevolving Lender, acting in its sole discretion and with no obligations to increase its Revolving Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the Borrower Borrowers’ Agent and the Administrative Agent advise the Borrower Borrowers’ Agent and the Administrative Agent whether or not such Revolving Lender agrees to all or any portion of such increase in its Revolving Commitment under such Facility within ten (10) days after the BorrowerBorrowers’ Agent’s request. Any such Revolving Lender may accept all of its Revolving Commitment Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Commitment under such FacilityRevolving Commitments. If any such Revolving Lender shall not have responded affirmatively within such ten (10) day period, such Revolving Lender shall be deemed to have rejected the BorrowerBorrowers’ Agent’s request for an increase in such Revolving Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the Borrower Borrowers’ Agent of the results of such request to the request for Revolving Lenders to so increase the applicable Facility IncreaseRevolving Commitments by the Requested Increase Amount. (iii) If the aggregate amount of the increases in the Revolving Commitments under any Facility which the Revolving Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Agent (subject to the approval of the Administrative Borrowers’ Agent and the Revolving Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditionedLenders) may offer to such additional Persons (including the Lenders under such Facility), Lenders) as may be agreed by the Borrower Borrowers’ Agent and the Administrative AgentAgent (to the extent not existing Revolving Lenders, “New Revolving Lenders”) the opportunity to make available such amount of new Revolving Commitments under such Facility as may be required so that the aggregate increases in the Revolving Commitments under such Facility by the existing Revolving Lenders thereunder together with such and new Revolving Commitments by such other Persons (the “New Lenders”) Revolving Lenders shall equal the Requested Increase Amount (the aggregate Facility Increase provided increases in Revolving Commitments by such the existing Revolving Lenders and new Revolving Commitments by the New Revolving Lenders, the “Revolving Increase Amount”). Such Revolving Increase Amount shall be in an a minimum amount equal to of $5,000,000 or a whole multiple thereof5,000,000. The effectiveness of all such increases in the Revolving Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Revolving Lender that so elects to increase its Commitment under such Facility Revolving Commitments (each an “Increasing Revolving Lender”), each New Revolving Lender, the Administrative Agent and the Borrower Borrowers shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P Q (an “Increase and New Lender Agreement”); (B) (i) with respect to the Working Capital Facility, aggregate Working Capital Facility Commitment after giving effect to such increases Revolving Increase Amount shall not exceed $950,000,000 (1) in the case of a Total Commitment Increase, the Unsubscribed Portion, and (ii2) with respect to in the Acquisition Facilitycase of a Facility Reallocation Increase, $100,000,000, in each case, in the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000during the term of the Increase Period; (C) any fees and other amounts (including including, without limitation, pursuant to Section 11.611.7) payable by the Borrower Borrowers in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Revolving Commitments; and (E) delivery of an Availability Certification dated as a certificate of a Responsible Person of the date of such increase and (F) the Administrative Agent shall have received in respect of the Mortgaged Properties (1) such amendments Borrowers as to the Mortgage and Security Agreements as are matters set forth in form and substance reasonably satisfactory to the Administrative AgentSections 6.2(b), in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording taxc) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged Property, and with respect to any Mortgaged Property that is located in a special flood hazard area, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facilitye). (iv) On any Requested Increase Effective Date with respect to any FacilityDate, (Ai) each Increasing Revolving Lender or New Revolving Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine determine, for the benefit of the other Lenders under such Facility relevant Revolving Lenders, as being required in order to cause (cause, after giving effect to such increase and the use of such amounts to make payments to the such other Lenders under such Facility) relevant Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Credit Loans of all the Revolving Lenders under such Facility to equal its Revolving Commitment Percentage of such Revolving Credit Loans, (Bii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans of all the Revolving Lenders under such Facility to equal its Revolving Commitment Percentage of such outstanding Revolving Credit Loans as of the date of any increase in the applicable Facility Increase Revolving Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods, Periods if applicable, specified in a notice delivered by the Borrower Borrowers’ Agent in accordance with the requirements of Section 4.3) and ), (Ciii) the participations in Revolving Letters of Credit shall be adjusted to reflect changes in Revolving Commitment Percentages, and (iv) in the case of any Facility Reallocation Increase, the Credit-Linked Commitments shall be automatically reduced by the amount of such Facility Reallocation Increase, and if the Credit-Linked L/C Obligations would exceed the Credit-Linked Commitments as so reduced, Credit-Linked Letters of Credit shall, subject to the Issuance Caps of the applicable Commitment PercentagesRevolving Issuing Lenders, be redesignated as Revolving Letters of Credit. Notwithstanding anything in this Section 4.1(b) to the contrary, if, giving effect to the redesignation of Credit-Linked Letters of Credit to Revolving Letters of Credit to the maximum extent that would not cause the Issuance Caps of the respective Revolving Issuing Lenders to be exceeded, the Credit-Linked L/C Obligations would exceed the Credit-Linked Commitments as so reduced pursuant to the preceding sentence, the Revolving Increase Amount (and the related reduction in the Credit-Linked Commitments) shall be reduced by an amount sufficient to eliminate such excess (such reduction of the Revolving Increase Amount to be applied ratably to the increases in Revolving Commitments by the Increasing Revolving Lenders and the new Revolving Commitments of the New Revolving Lenders). (v) The deemed payments made pursuant to clause (Bii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (vvi) Upon the Requested Increase Effective Date with respect to any FacilityDate, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Revolving Commitments and the Revolving Commitment Percentages of the Revolving Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Revolving Issuing Lenders and the Revolving Lenders.

Increase, Termination or Reduction of Commitments. (a) The U.S. Borrower shall have the right, from time to time, upon not less than four (4) Business Days’ notice to the Administrative Agent, to terminate the Dollar Working Capital Facility Commitments, the Multicurrency Working Capital Facility Commitments and and/or the Acquisition Facility Commitments or, from time to time, reduce the Dollar Working Capital Facility Commitments, the Multicurrency Working Capital Facility Commitments on a ratable basisand/or the Acquisition Facility Commitments; provided, that no such termination or reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Dollar Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Dollar Working Capital Facility Commitments of all Dollar Working Capital Facility Lenders then in effect, (ii) the Total Multicurrency Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Multicurrency Working Capital Facility Commitments of all Multicurrency Working Capital Facility Lenders then in effect or (iiiii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders then in effect. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment then in effect. (b) At any time during the Increase Period, (x) (i) the aggregate Dollar Working Capital Facility Commitments may be increased to an amount not to exceed $950,000,000 1,200,000,000 (a “Dollar Working Capital Facility Increase”) and (ii) the aggregate Multicurrency Working Capital Facility Commitments may be increased to an amount not to exceed $320,000,000 (a “Multicurrency Working Capital Facility Increase”); provided that the aggregate increases under clauses (x)(i) and (x)(ii) shall not exceed $200,000,000 and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 600,000,000 (an “Acquisition Facility Increase”; a Dollar Working Capital Facility Increase, Multicurrency Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”) pursuant to the following procedure: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facility, the The U.S. Borrower may make a written request for such Facility Increase to the Administrative Agent, who shall forward a copy of any such request to the Lenders under such Facility. Each request by the U.S. Borrower pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders under such Facility to increase its Commitment under such Facility by its Commitment Percentage of such Requested Increase Amount. (ii) Each Lender under such Facility, acting in its sole discretion and with no obligations to increase its Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the U.S. Borrower and the Administrative Agent advise the U.S. Borrower and the Administrative Agent whether or not such Lender agrees to all or any portion of such increase in its Commitment under such Facility within ten (10) days after the U.S. Borrower’s request. Any such Lender may accept all of its Commitment Percentage of such increase, a portion of such increase, or decline to accept any of such increase in its Commitment under such Facility. If any such Lender shall not have responded affirmatively within such ten (10) day period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the Borrower of the results of the request for the applicable Facility Increase. (iii) If the aggregate amount of the increases in the Commitments under any Facility which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Agent (subject to the approval of the Administrative Agent and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditioned) may offer to such additional Persons (including the Lenders under such Facility), as may be agreed by the Borrower and the Administrative Agent, the opportunity to make available such amount of new Commitments under such Facility as may be required so that the aggregate increases in the Commitments under such Facility by the existing Lenders thereunder together with such new Commitments by such other Persons (the “New Lenders”) shall equal the Requested Increase Amount (the aggregate Facility Increase provided by such existing Lenders and the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Commitments under such Facility are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment under such Facility (each an “Increasing Lender”), each New Lender, the Administrative Agent and the Borrower shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P (an “Increase and New Lender Agreement”); (B) (i) with respect to the Working Capital Facility, aggregate Working Capital Facility Commitment after giving effect to such increases shall not exceed $950,000,000 and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000; (C) any fees and other amounts (including pursuant to Section 11.6) payable by the Borrower in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; (E) delivery of an Availability Certification dated as of the date of such increase and (F) the Administrative Agent shall have received in respect of the Mortgaged Properties (1) such amendments to the Mortgage and Security Agreements as are in form and substance reasonably satisfactory to the Administrative Agent, in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording tax) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged Property, and with respect to any Mortgaged Property that is located in a special flood hazard area, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facility. (iv) On any Requested Increase Effective Date with respect to any Facility, (A) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Lenders under such Facility as being required in order to cause (after giving effect to such increase and the use of such amounts to make payments to the other Lenders under such Facility) each Lender’s portion of the outstanding Loans of all Lenders under such Facility to equal its Commitment Percentage of such Loans, (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such outstanding Loans as of the date of the applicable Facility Increase (with such reborrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Commitment Percentages. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any Facility, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.accept

Increase, Termination or Reduction of Commitments. (a) The Borrower shall have the right, from time to time, upon not less than four three (43) Business Days’ notice to the Administrative Agent, to terminate the Working Capital Facility Commitments and Acquisition Facility Commitments or, from time to time-to-time, to irrevocably reduce the Commitments on a ratable basisamount of the Commitments; providedprovided that, that no such termination or irrevocable reduction of the relevant Commitments shall be permitted to the extent that, after giving effect thereto and to any prepayments of the Loans and Cash Collateralization of the Letters of Credit made on or before the effective date thereof, (i) the Total Working Capital Facility Extensions of Credit would exceed the aggregate amount of all Working Capital Facility Commitments of all Working Capital Facility Lenders then in effect or (ii) the Total Acquisition Facility Extensions of Credit would exceed the aggregate amount of all Acquisition Facility Commitments of all Acquisition Facility Lenders Commitment then in effect. Any such irrevocable reduction shall be in an amount equal to $1,000,000 500,000 or a whole multiple thereof and shall reduce permanently and ratably the applicable relevant Commitment Commitments then in effect. (b) At The Commitments may be increased at any time during the Increase Period, (x) the aggregate Working Capital Facility Commitments may be increased Period to an amount a Total Commitment not to exceed $950,000,000 (a “Working Capital Facility Increase”) and (y) the aggregate Acquisition Facility Commitments may be increased to an amount not to exceed $450,000,000 (an “Acquisition Facility Increase”; a Working Capital Facility Increase and an Acquisition Facility Increase, each being a “Facility Increase”) pursuant to the following procedure500,000,000 as follows: (i) Not more than thirty (30) days and not less than fifteen (15) days prior to the proposed effective date of any Facility Increase with respect to any Facilitysuch increase in Commitments, the Borrower may make a written request for such Facility Increase increase to the Administrative Agent, who shall forward a copy of any such request to each of the Lenders under such FacilityLenders. Each request by the Borrower pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the “Requested Increase Effective Date”), the aggregate amount of such requested increase in Commitments (the “Requested Increase Amount”), and shall constitute an invitation to each of the Lenders under such Facility Lender to increase its Commitment under such Facility by its Commitment Percentage a ratable portion of such Requested Increase Amount. (ii) Each Lender under such FacilityLender, acting in its sole discretion and with no obligations to increase its Commitment under such Facility pursuant to this Section 4.1(b), shall by written notice to the Borrower and the Administrative Agent advise the Borrower and the Administrative Agent whether or not such Lender agrees to all or any portion of such increase in its Commitment under such Facility within ten (10) days after the Borrower’s request. Any such Lender may accept all of its Commitment Percentage of such ratable increase, a portion of such increase, or decline to accept any of such increase in its Commitment under such FacilityCommitment. If any such Lender shall not have responded affirmatively within such ten (10) day period, such Lender shall be deemed to have rejected the Borrower’s request for an increase in such Commitment in full. Promptly following the conclusion of such ten (10) day period, the Administrative Agent shall notify the Borrower of the results of such request to the request for Lenders to so increase the applicable Facility IncreaseCommitments by the Requested Increase Amount. (iii) If the aggregate amount of the increases in the Commitments under any Facility Commitment which the Lenders under such Facility have accepted in accordance with Section 4.1(b)(ii) shall be less than the Requested Increase Amount, the Administrative Agent (subject to the approval of the Administrative Agent Borrower and the Issuing Lenders under such Facility, such approvals not to be unreasonably withheld, delayed or conditionedLenders) may offer to such additional Persons (including the Lenders under such Facility), Lenders) as may be agreed by the Borrower and the Administrative AgentAgent (to the extent not Existing Lenders, “New Lenders”) the opportunity to make available such amount of new Commitments under such Facility as may be required so that the aggregate increases in the Commitments under such Facility by the existing Lenders thereunder together with such and new Commitments by such other Persons (the “New Lenders”) Lenders shall equal the Requested Increase Amount (the aggregate Facility Increase provided increases in Commitments by such the existing Lenders and new Commitments by the New Lenders, the “Increase Amount”). Such Increase Amount shall be in an amount equal to $5,000,000 or a whole multiple thereof. The effectiveness of all such increases in the Commitments under (each such increase in Commitments which becomes effective, a “Credit Facility Increase”) are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitment under such Facility Commitments (each an “Increasing Lender”), each New Lender, the Administrative Agent and the Borrower shall have executed and delivered an agreement, substantially in the form attached hereto as Exhibit P N (an “Increase and New Lender Agreement”); (B) (i) with respect to the Working Capital Facility, aggregate Working Capital Facility Total Commitment after giving effect to such increases shall not exceed $950,000,000 and (ii) with respect to the Acquisition Facility, the aggregate Acquisition Facility Commitments after giving effect to such increase shall not exceed $450,000,000500,000,000; (C) any fees and other amounts (including including, without limitation, pursuant to Section 11.6) payable by the Borrower in connection with such increase and accession shall have been paid; (D) no Default or Event of Default has occurred and is continuing or would result from such increase in the Commitments; (E) delivery of an Availability Certification dated as each of the date Borrower’s Consolidated Net Working Capital, Consolidated Tangible Net Worth and Consolidated Leverage Ratio at the time of such increase increase, each as determined by the Applicable Financial Statements, are within the requirements set forth opposite the Maximum Amount equal to the Total Commitments after giving effect to such increases; and (F) the Administrative Agent shall have received in respect delivery of a certificate of a Responsible Person of the Mortgaged Properties (1) such amendments Borrower as to the Mortgage and Security Agreements as are matters set forth in form and substance reasonably satisfactory to the Administrative AgentSections 6.2(b), in each case, executed and delivered by a duly authorized officer of the relevant Loan Party to the extent necessary to reflect the increase in the Working Capital Facility or the Acquisition Facility, as applicable (it being understood that, unless requested by the Administrative Agent, no amendment shall increase the amount secured thereby if the same will result in the payment of additional mortgage recording taxc) and (2) with respect to each such Mortgage and Security Agreement, a date-down endorsement to the title insurance policy covering such Mortgage and Security Agreement (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance) in each case in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Closing Date, (3) evidence satisfactory to it that all premiums in respect of a related date-down endorsement or title policy (or policies) have been paid and (4) to the extent required by applicable Law, a standard flood hazard determination for each Mortgaged Property, and with respect to any Mortgaged Property that is located in a special flood hazard area, evidence of flood insurance in form and substance reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, Extensions of Credit made under any Facility Increase shall bear interest at the rate otherwise applicable to corresponding Extensions of Credit under the applicable Facilitye). (iv) On any Requested Increase Effective Date with respect to any FacilityDate, (Ai) each Increasing Lender or New Lender thereof shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine determine, for the benefit of the other Lenders under such Facility relevant Lenders, as being required in order to cause (cause, after giving effect to such increase and the use of such amounts to make payments to the such other Lenders under such Facility) relevant Lenders, each Lender’s portion of the outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such Loans, Loans and (Bii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders under such Facility to equal its Commitment Percentage of such outstanding Loans as of the date of any increase in the applicable Facility Increase Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods, Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 4.3) and (C) the participations in Letters of Credit shall be adjusted to reflect changes in the applicable Commitment Percentages). The deemed payments made pursuant to clause (Bii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.14 if the deemed payment occurs other than on the last day of the related Interest Periods; provided, that the Administrative Agent and each Lender shall cooperate with the Borrower to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender. (v) Upon the Requested Increase Effective Date with respect to any FacilityDate, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and the Commitment Percentages of the Lenders under such Facility at such time, shall be deemed to supersede Schedule 1.0 hereto without any further action or consent of any party. The Administrative Agent shall cause a copy of such revised Schedule 1.0 to be available to the Issuing Lenders and the Lenders.