Common use of Increased Commitments; Additional Lenders Clause in Contracts

Increased Commitments; Additional Lenders. (a) From time to time subsequent to the Effective Date, the Borrower may, upon at least 10 Business Days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder (the amount of any such increase, the “Increased Revolving Loan Commitments”, and the loans made pursuant thereto, the “Increased Revolving Loans”) and/or (y) add one or more (but no more than five) additional term facilities hereunder (the amount of any such facility, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000. The Borrower may, in its sole discretion, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory to the Administrative Agent and the Borrower (and, in the case of any Increased Revolving Loan Commitment, the Swingline Lender and each Issuing Lender), which at the time agree, in such Person’s sole discretion, to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant to this subsection (a) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Term Loan Commitments.

Increased Commitments; Additional Lenders. (a) From time to time subsequent to the Effective DateDate provided no Default exists, the Borrower may, upon at least 10 Business Days30 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder aggregate amount of the Commitments to an aggregate amount not to exceed $400,000,000 (the amount of any such increase, the “Increased Revolving Loan Commitments”, and ). Each Lender party to this Agreement at such time shall have the loans made pursuant thereto, the “Increased Revolving Loans”) and/or (y) add one or more right (but no more than fiveobligation), for a period of 15 days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as its then Commitment bears to the aggregate Commitments then existing. (b) additional term facilities hereunder If any Lender party to this Agreement shall not elect to increase its Commitment pursuant to subsection (the amount a) of any such facilitythis Section, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000. The Borrower may, in its sole discretionwithin 10 days of the Lender’s response, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory financial institutions acceptable to the Administrative Agent and the Borrower (and, in which consent of the case of any Increased Revolving Loan Commitment, the Swingline Lender and each Issuing Lender), Administrative Agent shall not be unreasonably withheld) which at the time agree, in such Person’s sole discretion, agree to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant to this subsection (ab) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested unsubscribed amount of such the Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not (c) An increase in the aggregate exceed the requested amount of the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Term Loan CommitmentsCommitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request. (d) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 that is not pro rata among all Lenders, (x) within five Domestic Business Days, in the case of any ABR Borrowing then outstanding, and (y) at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Borrowing then outstanding, the Borrower shall prepay such Borrowing in its entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 4 the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion.

Increased Commitments; Additional Lenders. (a) From time to time subsequent to No more than once per year from the Effective Date, the Borrower may, upon at least 10 Business Days’ thirty (30) days notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder aggregate amount of the Commitments in increments of $25,000,000, the total amount of all such increases not to exceed $250,000,000 (the amount of any such increase, the “Increased Revolving Loan Commitments”); provided that at the time of and after giving effect to any increase in the Commitments (and the delivery of the applicable commitment increase notice shall constitute a representation and warranty by the Borrower that on the effective date of such increase such statements are true) (i) the Borrower’s Long-Term Debt ratings from two of (1) Xxxxx’x, (2) S&P, and (3) Fitch are better than or equal to Baa2, BBB or BBB respectively; (ii) the loans representations and warranties of the Borrower contained in Article IV are correct on and as of the date of such increase, before and after giving effect to such increase, as though made pursuant theretoon and as of such date, except to the “Increased Revolving Loans”extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (iii) and/or no Event of Default or Potential Event of Default exists and is continuing; (iv) on the date of such increase, (x) there shall be no A Advances outstanding or all Interest Periods shall have ended and (y) add one or more and all accrued and unpaid interest on the A Advances and all accrued and unpaid Facility Fees shall have been paid in full and (but v) after any such increase, no more than five) additional term facilities hereunder (Lender’s Commitment shall exceed 50% of the aggregate amount of any such facility, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000. The Borrower may, in its sole discretion, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory to the Administrative Agent and the Borrower (and, in the case of any Increased Revolving Loan Commitment, the Swingline Each Lender and each Issuing Lender), which at the time agree, in such Person’s sole discretion, to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement at such time shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Borrower and the Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant its then Commitment bears to this subsection (a) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Term Loan Commitmentsthen existing.

Increased Commitments; Additional Lenders. (a) From time to time subsequent to No more than once per 364 day period from the Effective Date, the Borrower Borrowers may, upon at least 10 Business Days’ thirty (30) days notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder aggregate amount of the Commitments in increments of $50,000,000, the total amount of all such increases not to exceed $250,000,000 (the amount of any such increase, the “"Increased Revolving Loan Commitments”, "); provided that at the time of and after giving effect to any increase in the Commitments (and the loans delivery of the applicable commitment increase notice shall constitute a representation and warranty by the Partnership and the Corporation that on the effective date of such increase such statements are true) (i) the Corporation's Long-Term Debt ratings from Xxxxx'x and S&P are better than or equal to Baa2 or BBB, respectively; (ii) the representations and warranties of the Partnership and the Corporation contained in Article IV are correct on and as of the date of such increase, before and after giving effect to such increase, as though made pursuant theretoon and as of such date, except to the “Increased Revolving Loans”extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (iii) and/or no Event of Default or Potential Event of Default exists and is continuing ; (iv) on the date of such increase, (x) there shall be no A Advances outstanding or all Interest Periods shall have ended and (y) add one or more all accrued and unpaid interest on the A Advances and all accrued and unpaid Facility Fees shall have been paid in full and (but v) after any such increase, no more than five) additional term facilities hereunder (Lender's Commitment shall exceed 50% of the aggregate amount of any such facility, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000. The Borrower may, in its sole discretion, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory to the Administrative Agent and the Borrower (and, in the case of any Increased Revolving Loan Commitment, the Swingline Each Lender and each Issuing Lender), which at the time agree, in such Person’s sole discretion, to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement at such time shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant its then Commitment bears to this subsection (a) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Term Loan Commitmentsthen existing.

Increased Commitments; Additional Lenders. (a) From time to time subsequent to No more than once per 364 day period from the Amended and Restated Credit Agreement Effective Date, the Borrower Borrowers may, upon at least 10 Business Days’ thirty (30) days notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder aggregate amount of the Commitments in increments of $25,000,000, the total amount of all such increases not to exceed $250,000,000 (the amount of any such increase, the “"Increased Revolving Loan Commitments”, "); provided that at the time of and after giving effect -------- to any increase in the Commitments (and the loans delivery of the applicable commitment increase notice shall constitute a representation and warranty by the Partnership and the Corporation that on the effective date of such increase such statements are true) (i) the Corporation's Long-Term Debt ratings from Xxxxx'x and S&P are better than or equal to Baa2 or BBB, respectively; (ii) the representations and warranties of the Partnership and the Corporation contained in Article IV are correct on and as of the date of such increase, before and after giving effect to such increase, as though made pursuant theretoon and as of such date, except to the “Increased Revolving Loans”extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (iii) and/or no Event of Default or Potential Event of Default exists and is continuing ; (iv) on the date of such increase, (x) there shall be no A Advances outstanding or all Interest Periods shall have ended and (y) add one or more all accrued and unpaid interest on the A Advances and all accrued and unpaid Facility Fees shall have been paid in full and (but v) after any such increase, no more than five) additional term facilities hereunder (Lender's Commitment shall exceed 50% of the aggregate amount of any such facility, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000. The Borrower may, in its sole discretion, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory to the Administrative Agent and the Borrower (and, in the case of any Increased Revolving Loan Commitment, the Swingline Each Lender and each Issuing Lender), which at the time agree, in such Person’s sole discretion, to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement at such time shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant its then Commitment bears to this subsection (a) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Term Loan Commitmentsthen existing.

Increased Commitments; Additional Lenders. (a) From time to time subsequent to the Effective DateDate provided no Default exists, the Borrower may, upon at least 10 Business Days30 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder aggregate amount of the Commitments to an aggregate amount not to exceed $400,000,000 (the amount of any such increase, the “Increased Revolving Loan CommitmentsCommitments ”, and ). Each Lender party to this Agreement at such time shall have the loans made pursuant thereto, the “Increased Revolving Loans”) and/or (y) add one or more right (but no more than fiveobligation), for a period of 15 days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as its then Commitment bears to the aggregate Commitments then existing. (b) additional term facilities hereunder If any Lender party to this Agreement shall not elect to increase its Commitment pursuant to subsection (the amount a) of any such facilitythis Section, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000. The Borrower may, in its sole discretionwithin 10 days of the Lender’s response, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory financial institutions acceptable to the Administrative Agent and the Borrower (and, in which consent of the case of any Increased Revolving Loan Commitment, the Swingline Lender and each Issuing Lender), Administrative Agent shall not be unreasonably withheld) which at the time agree, in such Person’s sole discretion, agree to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional LenderLender ”), become a party to this Agreement as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant to this subsection (ab) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested unsubscribed amount of such the Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not (c) An increase in the aggregate exceed the requested amount of the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Term Loan Commitments.Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request. (d) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 that is not pro rata among all Lenders, (x) within five Domestic Business Days, in the case of any ABR Borrowing then outstanding, and (y) at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Borrowing then outstanding, the Borrower shall prepay such Borrowing in its entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 4 the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, 37

Increased Commitments; Additional Lenders. (a) From time to time subsequent to the Effective DateDate provided no Default exists, the Borrower may, upon at least 10 Business Days30 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder aggregate amount of the Commitments to an aggregate amount not to exceed $300,000,000 (the amount of any such increase, the “Increased Revolving Loan Commitments”, and ). Each Lender party to this Agreement at such time shall have the loans made pursuant thereto, the “Increased Revolving Loans”) and/or (y) add one or more right (but no more than fiveobligation), for a period of 15 days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as its then Commitment bears to the aggregate Commitments then existing. (b) additional term facilities hereunder If any Lender party to this Agreement shall not elect to increase its Commitment pursuant to subsection (the amount a) of any such facilitythis Section, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000. The Borrower may, in its sole discretionwithin 10 days of the Lender’s response, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory financial institutions acceptable to the Administrative Agent and the Borrower (and, in which consent of the case of any Increased Revolving Loan Commitment, the Swingline Lender and each Issuing Lender), Administrative Agent shall not be unreasonably withheld) which at the time agree, in such Person’s sole discretion, agree to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant to this subsection (ab) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested unsubscribed amount of such the Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not (c) An increase in the aggregate exceed the requested amount of the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Term Loan CommitmentsCommitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request. (d) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 that is not pro rata among all Lenders, (x) within five Domestic Business Days, in the case of any ABR Borrowing then outstanding, and (y) at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Borrowing then outstanding, the Borrower shall prepay such Borrowing in its entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 4 the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion.

Increased Commitments; Additional Lenders. (a) From time to time subsequent to No more than once per year from the Effective Date, the Borrower may, upon at least 10 Business Days’ thirty (30) days notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder aggregate amount of the Commitments in increments of $25,000,000, the total amount of all such increases not to exceed $500,000,000 (the amount of any such increase, the “Increased Revolving Loan Commitments”); provided that at the time of and after giving effect to any increase in the Commitments (and the delivery of the applicable commitment increase notice shall constitute a representation and warranty by the Borrower that on the effective date of such increase such statements are true) (i) the Borrower’s Long-Term Debt ratings from two of (1) Xxxxx’x, (2) S&P, and (3) Fitch are better than or equal to Baa3, BBB- or BBB- respectively; (ii) the loans representations and warranties of the Borrower contained in Article IV are correct on and as of the date of such increase, before and after giving effect to such increase, as though made pursuant theretoon and as of such date, except to the “Increased Revolving Loans”extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (iii) and/or no Event of Default or Potential Event of Default exists and is continuing; (iv) on the date of such increase, (x) there shall be no A Advances outstanding or all Interest Periods shall have ended and (y) add one or more and all accrued and unpaid interest on the A Advances and all accrued and unpaid Facility Fees shall have been paid in full and (but v) after any such increase, no more than five) additional term facilities hereunder (Lender’s Commitment shall exceed 50% of the aggregate amount of any such facility, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000. The Borrower may, in its sole discretion, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory to the Administrative Agent and the Borrower (and, in the case of any Increased Revolving Loan Commitment, the Swingline Each Lender and each Issuing Lender), which at the time agree, in such Person’s sole discretion, to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement at such time shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Borrower and the Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant its then Commitment bears to this subsection (a) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Term Loan Commitmentsthen existing.

Increased Commitments; Additional Lenders. (a) From time to time subsequent to the Effective DateDate provided no Default exists, the Borrower may, upon at least 10 Business Days30 days’ notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder aggregate amount of the Commitments to an aggregate amount not to exceed $400,000,000 (the amount of any such increase, the “Increased Revolving Loan Commitments”, and ). Each Lender party to this Agreement at such time shall have the loans made pursuant thereto, the “Increased Revolving Loans”) and/or (y) add one or more right (but no more than fiveobligation), for a period of 15 days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as its then Commitment bears to the aggregate Commitments then existing. (b) additional term facilities hereunder If any Lender party to this Agreement shall not elect to increase its Commitment pursuant to subsection (the amount a) of any such facilitythis Section, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000. The Borrower may, in its sole discretionwithin 10 days of the Lender’s response, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory financial institutions acceptable to the Administrative Agent and the Borrower (and, in which consent of the case of any Increased Revolving Loan Commitment, the Swingline Lender and each Issuing Lender), Administrative Agent shall not be unreasonably withheld) which at the time agree, in such Person’s sole discretion, agree to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant to this subsection (ab) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested unsubscribed amount of such the Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not (c) An increase in the aggregate exceed the requested amount of the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Term Loan Commitments.Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request. (d) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.17 that is not pro rata among all Lenders, (x) within five Domestic Business Days, in the case of any ABR Borrowing then outstanding, and (y) at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Borrowing then outstanding, the Borrower shall prepay such Borrowing in its entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 4 the Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion. This Section shall supersede any provision in Section 9.02 to the contrary. 36

Increased Commitments; Additional Lenders. (a) From time to time subsequent to No more than once per year from the Effective Date, the Borrower Borrowers may, upon at least 10 Business Days’ thirty (30) days notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder aggregate amount of the Commitments in increments of $50,000,000, the total amount of all such increases not to exceed $250,000,000 (the amount of any such increase, the “"Increased Revolving Loan Commitments”, "); provided that at the time of and after giving effect to any increase in the Commitments (and the loans delivery of the applicable commitment increase notice shall constitute a representation and warranty by the Partnership and the Corporation that on the effective date of such increase such statements are true) (i) the Corporation's Long-Term Debt ratings from Xxxxx'x and S&P are better than or equal to Baa2 or BBB, respectively ; (ii) the representations and warranties of the Partnership and the Corporation contained in Article IV are correct on and as of the date of such increase, before and after giving effect to such increase, as though made pursuant theretoon and as of such date, except to the “Increased Revolving Loans”extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date; (iii) and/or no Event of Default or Potential Event of Default exists and is continuing ; (iv) on the date of such increase, (x) there shall be no A Advances outstanding or all Interest Periods shall have ended and (y) add one or more and all accrued and unpaid interest on the A Advances and all accrued and unpaid Facility Fees shall have been paid in full and (but v) after any such increase, no more than five) additional term facilities hereunder (Lender's Commitment shall exceed 50% of the aggregate amount of any such facility, the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000]. The Borrower may, in its sole discretion, designate one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory to the Administrative Agent and the Borrower (and, in the case of any Increased Revolving Loan Commitment, the Swingline Each Lender and each Issuing Lender), which at the time agree, in such Person’s sole discretion, to (i) in the case of any such Person that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement at such time shall have the right (but no obligation), for a period of fifteen (15) days following receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as a Revolving Lender and/or Term Lender, as the case may be. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant its then Commitment bears to this subsection (a) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Term Loan Commitmentsthen existing.

Increased Commitments; Additional Lenders. (a) From Provided there exists no Default or Event of Default, from time to time subsequent to following the Effective Date, the Borrower Borrowers may, upon at least 10 Business Days’ notice from time to time, increase the aggregate amount of the Overall Commitments in accordance with this Section (and any such increase may be in one or more Currencies). The aggregate principal amount of the increases to the Administrative Agent (which shall promptly provide a copy of such notice Commitments made pursuant to the Lenders), propose to (x) increase the Total Revolving Loan Commitment hereunder this Section (the amount of any such increase, the “Increased Revolving Loan Commitments”) shall not exceed the equivalent, and determined as of the loans made pursuant theretodate of such increase, the “Increased Revolving Loans”) and/or (y) add one or more (but no more than five) additional term facilities hereunder (the amount of US$500,000,000. The Borrowers may request that any such facility, increase consist of increases to the “Increased Term Loan Commitments”, and the loans made pursuant thereto, the “Increased Term Loans”; the Increased Aggregate Revolving Loan Commitments together with the Increased Term Commitments, the “Increased Commitments”), in each case in minimum increments of $5,000,000Aggregate Term A Loan Commitments or the Aggregate Term B Loan Commitments or a combination thereof. The Borrower mayBorrowers shall provide at least 30 days’ notice to the Administrative Agent (or such shorter prior notice as the Administrative Agent may agree to accept) of any request to increase the Commitments. The Borrowers may designate any Lender (with the consent of such Lender, which may be given or withheld in its sole discretion) or another Person that qualifies as an Eligible Assignee (which may be, designate but need not be, one or more of the existing Lenders or other Eligible Transferees reasonably satisfactory to the Administrative Agent and the Borrower (and, in the case of any Increased Revolving Loan Commitment, the Swingline Lender and each Issuing Lender), Lenders) which at the time agree, in such Person’s sole discretion, agrees to (i) in the case of any such Person designated Lender that is an existing Revolving Lender, increase its Revolving Loan Commitment and (ii) in the case of any other such Person (an “Additional Lender”), become a party to this Agreement as a Revolving Lender and/or Term Lender, as the case may beAgreement. The sum of the increases in the Revolving Loan Commitments of the existing Lenders pursuant to this subsection (a) plus the Revolving Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested unsubscribed amount of such the Increased Revolving Loan Commitments. The Term Loan Commitments of the Additional Lenders shall not in the aggregate exceed the requested amount of such Increased Term Loan Commitments.