Common use of Optional Increase in Aggregate Maximum Credit Amounts Clause in Contracts

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (D) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”); and (E) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire. (iii) Any such Additional Lender shall be deemed to be a party in all respects to this Agreement and any other Loan Documents to which the Lenders are a party, and upon the effective date set forth in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a Maximum Credit Amount Increase Certificate or an Additional Lender Certificate shall purchase a pro rata portion of the outstanding Revolving Credit Exposure of each of the current Lenders such that the Lenders (including any Additional Lender, if applicable) shall have the appropriate portion of the aggregate outstanding Revolving Credit Exposure (based in each case of such Lender’s Applicable Percentage, as revised pursuant to this Section).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “"Additional Lender”"); provided that the Aggregate Maximum Credit Amounts shall not exceed $300,000,000. (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 20,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000300,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding (or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays any compensation required by Section 5.02); (D) no Lender’s 's Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 F-1 (a “"Maximum Credit Amount Increase Certificate”"), and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 F-2 (an “"Additional Lender Certificate”"), together with an Administrative Questionnaire, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent or Issuing Bank otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000;1,750,000,000;60 (B) no Event of Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and such Lender agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced; and (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the 60 Amended by the 1st Amendment. outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may from time to time increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent and each Issuing Bank (not to be unreasonably withheld) by increasing the Maximum Credit Amount of a Lender one or more Lenders or by causing a Person one or more Persons that at such time is are not a Lender Lenders to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be an Ineligible Institution. (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 25,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,0002,000,000,000; (B) no Default shall have occurred and be continuing at on the effective date of such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase or would result after giving effect to shall be the last day of the Interest Period in respect of all such increaseEurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (CD) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a an existing Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 G-1 (a “Maximum Credit Amount Increase Certificate”); , together with a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase (with such Lender to return its prior Note to the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note has been lost and (in any event) canceled), and otherwise duly completed; (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 G-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and, if requested, the Borrower shall (1) deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent; and (G) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including a resolution duly adopted by the board of directors (or equivalent body) of the Borrower and each Guarantor authorizing such increase in the Aggregate Maximum Credit Amounts) reasonably requested by the Administrative Agent. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent and each Issuing Bank to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv). (v) Upon any increase in the Aggregate Maximum Credit Amounts pursuant to this SectionSection 2.06(c), Annex I to this Agreement shall be automatically amended to reflect any changes in the Lenders’ Maximum Credit Amounts and any resulting changes in the Lenders’ Applicable Percentages.

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect without the prior consent of the Administrative Agent, any other Lender or any Issuing Bank (but with the prior written consent of the Administrative Agent with respect to any Additional Lender that is not an Affiliate of a Lender) by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 (and increments of $10,000,000 above that minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000the lesser of (i) the Facility Amount and (ii) the then effective Borrowing Base; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) no Lender’s Maximum Credit Amount may be increased without the written consent of such Lender; (D) the Borrower shall represent and warrant that as of the date thereof, immediately after giving effect to the applicable Maximum Credit Amount Increase Agreement or Additional Lender Agreement, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date; (E) an opinion of counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent, as to such customary matters regarding the Maximum Credit Amount Increase Agreement or Additional Lender Agreement, as the Administrative Agent may reasonably request; (F) (i) the commitments under each such increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (such consent to be granted including 13052389.12 any Additional Lender) participating in such Lender’s sole discretionincrease shall become a Lender with respect to the Commitments and all matters relating thereto and (iii) the commitments under each Maximum Credit Amount Increase Agreement and Additional Lender Agreement shall have the same terms as the Commitments (including terms relating to pricing and tenor); (DG) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender (such Lender, the Parent Guarantoran “Increasing Lender”), the Borrower and such Increasing Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”Agreement) and the Borrower shall deliver a new or replacement Note to such Increasing Lender to the extent required by Section 2.02(d); and (EH) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-2 (an “Additional Lender CertificateAgreement”), together with an Administrative QuestionnaireQuestionnaire and, to the extent such Additional Lender requests a Note, the Borrower shall deliver a Note payable to such Additional Lender in accordance with Section 2.02(d). (iii) Any such Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Maximum Credit Amount Increase Agreement or the Additional Lender Agreement (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be deemed to increased as set forth therein (and Annex I shall be automatically amended and restated by Schedule 2.06 of the Maximum Credit Amount Increase Agreement or the Additional Lender Agreement, as applicable), and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party in all respects to this Agreement and any the other Loan Documents to which and have the Lenders are rights and obligations of a partyLender under this Agreement and the other Loan Documents. In addition, and upon the effective date set forth in such Increasing Lender or the Additional Lender Certificate or Maximum Credit Amount Increase CertificateLender, any such Lender party to a Maximum Credit Amount Increase Certificate or an Additional Lender Certificate as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Increasing Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentage(A) a duly completed Maximum Credit Amount Increase Agreement or an Additional Lender Agreement, executed by the 13052389.12 Borrower and the Increasing Lender or the Borrower and the Additional Lender party thereto, as revised applicable, (B) the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, (C) an opinion of counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent, as to such customary matters regarding the Maximum Credit Amount Increase Agreement or Additional Lender Agreement as the Administrative Agent may reasonably request and (D) the written consent of the Administrative Agent to such increase to the extent required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Agreement or Additional Lender Agreement and, on the date that the conditions in this clause (iv) and in Section 2.06(c)(ii) have been satisfied, record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv). The Administrative Agent shall promptly notify the Borrower and the Lenders of the effectiveness of any increase in the Aggregate Maximum Credit Amounts and in connection therewith promptly provide such amended and restated Annex I to the Borrower and the Lenders.” 2.4 Amendment to Section 8.11(c)(vi). Section 8.11(c)(vi) is hereby amended by deleting such Section in its entirety and replacing it with the following:

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or, with the written consent of the Administrative Agent and each Issuing Bank (such consent not to be unreasonably withheld or delayed), by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower or an Affiliate of the Borrower. (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent otherwise consents, 25,000,000 and no all such increase increases pursuant to this Section 2.06 shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would not exceed $1,050,000,0001,000,000,000 in the aggregate; (B) no Default shall have occurred and be continuing at on the effective date of such increase or would result after giving effect to such increase; (C) [reserved]; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a an existing Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 L (a “Maximum Credit Amount Increase Certificate”); and, and the Borrower shall, (1) if requested by such Lender, deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent; (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 M (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent; and (G) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent body) of each Loan Party authorizing such increase in the Aggregate Maximum Credit Amounts) in connection with such increase in the Aggregate Maximum Credit Amounts, in each case, to the extent reasonably requested by the Administrative Agent. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or, if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid any compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as revised applicable, the written consent of the Administrative Agent and each Issuing Bank referred to in Section 2.06(c)(i), the processing and recording fee referred to in Section 2.06(c)(ii)(F), and the Administrative Questionnaire referred to in Section 2.06(c)(ii)(F), if applicable, the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv). (v) Upon any increase in the Aggregate Maximum Credit Amounts pursuant to this SectionSection 2.06(c), Annex I to this Agreement shall be automatically amended to reflect any changes in the Lenders’ Maximum Credit Amounts and any resulting changes in the Lenders’ Applicable Percentages.

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000;1,300,000,000. (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation to the extent required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 E-1 (a “Maximum Credit Amount Increase Certificate”), and the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then (1) the Parent GuarantorBorrower must obtain the prior written consent of the Administrative Agent, (2) the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 E-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and (3) the Borrower shall deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may from time to time increase the Aggregate Maximum Credit Amounts then in effect without the prior consent of the Lenders, but with the prior written consent of the Administrative Agent Agent, by increasing the Maximum Credit Amount of a Lender one or more Lenders or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000the Facility Amount; (B) no Default or Event of Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Administrative Agent, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 G-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Administrative Agent, the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 G-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to this SectionSection 12.04(b)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or, with the written consent of the Administrative Agent and each Issuing Bank (such consent not to be unreasonably withheld or delayed), by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower or an Affiliate of the Borrower. (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent otherwise consents, 25,000,000 and no all such increase increases pursuant to this Section 2.06 shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would not exceed $1,050,000,0001,000,000,000 in the aggregate; (B) no Default shall have occurred and be continuing at on the effective date of such increase or would result after giving effect to such increase; (C) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (D) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a an existing Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 L (a “Maximum Credit Amount Increase Certificate”); and; (E) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 M (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent; and (F) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent body) of each Loan Party authorizing such increase in the Aggregate Maximum Credit Amounts) in connection with such increase in the Aggregate Maximum Credit Amounts to the extent reasonably requested by the Administrative Agent. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as revised applicable, the written consent of the Administrative Agent and each Issuing Bank referred to in Section 2.06(c)(i), the processing and recording fee referred to in Section 2.06(c)(ii), and the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv). (v) Upon any increase in the Aggregate Maximum Credit Amounts pursuant to this SectionSection 2.06(c), Annex I to this Agreement shall be automatically amended to reflect any changes in the Lenders’ Maximum Credit Amounts and any resulting changes in the Lenders’ Applicable Percentages.”

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect without the prior consent of the Lenders but with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,0001,000,000,000; (B) no Event of Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may from time to time increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent (not to be unreasonably withheld) by increasing the Maximum Credit Amount of a Lender one or more Lenders or by causing a Person one or more Persons that at such time is are not a Lender Lenders to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 25,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,0001,000,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of all such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 G-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 G-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may from time to time increase the Aggregate Maximum Credit Amounts then in effect without the prior consent of the Lenders, but with the prior written consent of the Administrative Agent Agent, by increasing the Maximum Credit Amount of a Lender one or more Lenders or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,0001,600,000,000; (B) no Default or Event of Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Administrative Agent, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Administrative Agent, the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that one or more Persons not at such time is not a Lender to become a Lender or Lenders (each an “Additional Lender”). (ii) Any such increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 10,000,000 unless the Administrative Agent otherwise consents, and no the aggregate amount of all such increase increases shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would not exceed $1,050,000,000100,000,000 and, following all such increases, the aggregate amount of the Lenders’ Commitments shall not exceed $400,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding (or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings); (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantorone or more Lenders, the Borrower and such Lender Lenders shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 F-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500 (in the aggregate even if more than one Lender is involved), and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 F-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender (subject to the consent of the Administrative Agent and the Issuing Bank, which consent shall not be unreasonably withheld or denied) to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 10,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000500,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts Amount by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 G-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $5,000, and the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 G-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $5,000, and the Borrower shall deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amount. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amount shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect without the prior consent of the Administrative Agent, any other Lender or any Issuing Bank (but with the prior written consent of the Administrative Agent with respect to any Additional Lender that is not a Term Lender or an Affiliate of a Lender) by (A) increasing the Maximum Credit Amount of a Lender, (B) causing a Term Lender that is not a Revolving Lender to become a Revolving Lender (at such Term Lender’s sole discretion) or by (C) causing a Person that at such time is not a Lender to become a Revolving Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 (and increments of $10,000,000 above the minimum) unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000the lesser of (i) the Facility Amount and (ii) the then effective Borrowing Base; (B) no Default shall have occurred and be continuing at increase without the effective date written consent of such increase or would result after giving effect to such increaseLender; (C) no Lender’s Maximum Credit Amount may be increased without the written consent of such Lender; (D) the Borrower shall represent and warrant that as of the date thereof, immediately after giving effect to the applicable Maximum Credit Amount Increase Agreement or Additional Lender Agreement, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all materials respects (except those which have a 14757977 materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date; (E) an opinion of counsel to the Borrower, in form and substance reasonable acceptable to the Administrative Agent, as to such customary matters regarding the Maximum Credit Amount Increase Agreement or Additional Lender Agreement, as the Administrative Agent may reasonable request; (F) (i) the commitments under such increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (such consent to be granted including any Additional Lender) participating in such Lender’s sole discretionincrease shall become a Revolving Lender with respect to the Commitments and all matters relating thereto and (iii) the commitments under the Maximum Credit Amount Increase Agreement and the Additional Lender Agreement shall have the same terms as the Commitments (including terms relating to pricing and tenor); (DG) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Revolving Lender or by causing a Term Lender to acquire a Maximum Credit Amount (such Revolving Lender or Term Lender, the Parent Guarantoras applicable, an “Increasing Lender”), the Borrower and such Increasing Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase CertificateAgreement”) and the Borrower shall deliver a new or replacement Note to such Increasing Lender to the extent required by Section 2.02(d); and (EH) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this AgreementAgreement as a Revolving Lender, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-2 (an “Additional Lender CertificateAgreement”), together with an Administrative QuestionnaireQuestionnaire to the extent such Additional Lender is not already a Lender that has previously provided an Administrative Questionnaire and, to the extent such Additional Lender requests a Note, the Borrower shall deliver a Note payable to such Additional Lender in accordance with Section 2.02(d). (iii) Any such Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Maximum Credit Amount Increase Agreement or the Additional Lender Agreement (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the 14757977 Aggregate Maximum Credit Amounts shall be deemed to increased as set forth therein (and Annex I shall automatically be amended and restated by Schedule 2.06 of the Maximum Credit Amount Increase Agreement or the Additional Lender Agreement, as applicable), and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto that is not already a Lender shall become a party in all respects to this Agreement and any the other Loan Documents to which and have the Lenders are rights and obligations of a partyLender and a Revolving Lender under this Agreement and the other Loan Documents and in the case of an Increasing Lender that is already a Term Lender, such Person shall become a Revolving Lender and upon have the effective date set forth in such rights and obligations of a Revolving Lender under this Agreement and the other Loan Documents. In addition, the Increasing Lender or the Additional Lender Certificate or Maximum Credit Amount Increase CertificateLender, any such Lender party to a Maximum Credit Amount Increase Certificate or an Additional Lender Certificate as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interest in Letters of Credit) of each of the current other Revolving Lenders (and such Revolving Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Increasing Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentage(A) a duly completed Maximum Credit Amount Increase Agreement or an Additional Lender Agreement, executed by the Borrower and the Increasing Lender or the Additional Lender party thereto, as revised applicable, (B) the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, (C) an opinion of counsel to the Borrower, in form and substance reasonable acceptable to the Administrative Agent, as to such customary matters regarding the Maximum Credit Amount Increase Agreement or Additional Lender Agreement as the Administrative Agent may reasonable request and (D) the written consent of the Administrative Agent to such increase to the extent required by Section 2.06(c)(ii), the Administrative Agent shall accept such Maximum Credit Amount Increase Agreement or Additional Lender Agreement and, on the date that the conditions in this clause (iv) and in Section 2.06(c)(ii) have been satisfied, record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv). The Administrative Agent shall promptly notify the Borrower, the Revolving Lenders and the Term Lenders of the effectiveness of any increase in the Aggregate Maximum Credit Amounts and in connection therewith promptly provide such amended and restated Annex I to the Borrower, the Revolving Lenders and the Term Lenders.

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent or Issuing Bank otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000600,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and such Lender agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced; and (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “"Additional Lender”"). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 25,000,000 unless the Administrative Agent and the Co-Administrative Agent otherwise consentsconsent, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000the Facility Amount; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s 's Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 E-1 (a “"Maximum Credit Amount Increase Certificate”"), and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and such Lender agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 E-2 (an “"Additional Lender Certificate”"), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii)(F), the Administrative Questionnaire referred to in Section 2.06(c)(ii)(F), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to this SectionSection 12.04(b)(iv)."

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may from time to time increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent and each Issuing Bank (not to be unreasonably withheld) by increasing the Maximum Credit Amount of a Lender one or more Lenders or by causing a Person one or more Persons that at such time is are not a Lender Lenders to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be an Ineligible Institution. (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions:: \ (A) such increase shall not be less than $50,000,000 25,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,0002,000,000,000; (B) no Default shall have occurred and be continuing at on the effective date of such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase or would result after giving effect to shall be the last day of the Interest Period in respect of all such increaseEurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (CD) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a an existing Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 G-1 (a “Maximum Credit Amount Increase Certificate”); , together with a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase (with such Lender to return its prior Note to the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note has been lost and (in any event) canceled), and otherwise duly completed; (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 G-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and, if requested, the Borrower shall (1) deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent; and (G) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including a resolution duly adopted by the board of directors (or equivalent body) of the Borrower and each Guarantor authorizing such increase in the Aggregate Maximum Credit Amounts) reasonably requested by the Administrative Agent. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate \ Certificate, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent and each Issuing Bank to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv). (v) Upon any increase in the Aggregate Maximum Credit Amounts pursuant to this SectionSection 2.06(c), Annex I to this Agreement shall be automatically amended to reflect any changes in the Lenders’ Maximum Credit Amounts and any resulting changes in the Lenders’ Applicable Percentages.

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with without the prior written consent of the Administrative Agent Lenders by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 25,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000150,000,000.00; (B) no Event of Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 G-1 (a “Maximum Credit Amount Increase Certificate”); , together with a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 G-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed; and (G) Each Additional Lender must be approved in writing by the Administrative Agent. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written approval by the Administrative Agent of any Additional Lender required by Section 2.06(c)(ii), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent or Issuing Bank otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,0001,000,000,000; (B) no Event of Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and such Lender agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced; and (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 10,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000200,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts Amount by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 G-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $5,000, and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 G-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $5,000, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (c) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (d) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amount. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amount shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or, with the written consent of the Administrative Agent and each Issuing Bank (such consent not to be unreasonably withheld or delayed), by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower or an Affiliate of the Borrower. (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 25,000,000 unless the Administrative Agent otherwise consentsconsents (such consent not to be unreasonably withheld, delayed or conditioned), and no all such increase increases pursuant to this Section 2.06 shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would not exceed $1,050,000,000250,000,000 in the aggregate; (B) no Default shall have occurred and be continuing at on the effective date of such increase or would result after giving effect to such increase; (C) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (D) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a an existing Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 I (a “Maximum Credit Amount Increase Certificate”); and; (E) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 J (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent; and (F) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent body) of each Credit Party authorizing such increase in the Aggregate Maximum Credit Amounts) in connection with such increase in the Aggregate Maximum Credit Amounts to the extent reasonably requested by the Administrative Agent. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as revised applicable, the written consent of the Administrative Agent and each Issuing Bank referred to in Section 2.06(c)(i), the processing and recording fee referred to in Section 2.06(c)(ii), and the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv). (v) Upon any increase in the Aggregate Maximum Credit Amounts pursuant to this SectionSection 2.06(c), Annex I to this Agreement shall be automatically amended to reflect any changes in the Lenders’ Maximum Credit Amounts and any resulting changes in the Lenders’ Applicable Percentages.

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000500,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase CertificateAgreement”), together with a processing and recordation fee of $3,500, and the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-2 (an “Additional Lender CertificateAgreement”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Maximum Credit Amount Increase Agreement or the Additional Lender Agreement (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be deemed to increased as set forth therein; and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party in all respects to this Agreement and any the other Loan Documents to which and have the Lenders are rights and obligations of a partyLender under this Agreement and the other Loan Documents. In addition, and upon the effective date set forth in such Lender or the Additional Lender Certificate or Maximum Credit Amount Increase CertificateLender, any such Lender party to a Maximum Credit Amount Increase Certificate or an Additional Lender Certificate as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Agreement or an Additional Lender Agreement, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c) (ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000;700,000,000. (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation to the extent required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 E-1 (a “Maximum Credit Amount Increase Certificate”), and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then (1) the Parent GuarantorBorrower must obtain the prior written consent of the Administrative Agent, (2) the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 E-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and (3) the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii2.06(d)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents; provided, and no such increase that there shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would no more than five (5) such increases pursuant to this Section 2.06(d) and all such increases shall not exceed $1,050,000,000100,000,000 in the aggregate; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) the Borrower shall have paid all compensation required by Section 5.02 (if any); (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a an existing Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 E-1 (a “Maximum Credit Amount Increase Certificate”); and, and if requested by such Lender, the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 E-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and if requested by such Additional Lender, the Borrower shall deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed; and (G) the Borrower and its Subsidiaries shall have delivered to the Administrative Agent such legal opinions, resolutions, amendments to Security Instruments and other documents as the Administrative Agent may reasonably request. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(d)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate: (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(d)(ii)(F), the Administrative Questionnaire referred to in Section 2.06(d)(ii), if applicable, the written consent of the Administrative Agent to such increase required by Section 2.06(d)(i), and all other documents and payments required by this Section 2.06(d), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless and until it has been recorded in the Register as provided in this Section 2.06(d)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “"Additional Lender”"). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 20,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000250,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s 's Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “"Maximum Credit Amount Increase Certificate”"), together with a processing and recordation fee of $3,500, and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and such Lender agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “"Additional Lender Certificate”"), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 20,000,000 and shall not be more than the Administrative Agent’s Maximum Credit Amount, unless the Administrative Agent otherwise consents; provided, no such increase shall be permitted without the consent of the Administrative Agent if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $75,000,000, and provided, further, no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000500,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Seciton 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such Lender, which consent to may be granted withheld in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 J-1 (a “Maximum Credit Amount Increase Certificate”); and, together with a processing and recordation fee of $3,500, and the Borrower shall deliver, if requested by such Lender, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 J-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver, if requested by such Lender, a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed; and (G) Borrower shall have satisfied the title requirements outlined on Schedule 8.19(b). (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000300,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to this SectionSection 12.04(b)(iv). 2.6 Amendment to Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by deleting the last sentence thereof.

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000;225,000,000. (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation to the extent required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 E-1 (a “Maximum Credit Amount Increase Certificate”), and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then (1) the Parent GuarantorBorrower must obtain the prior written consent of the Administrative Agent, (2) the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 E-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and (3) the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii2.06(d)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents; provided, and no such increase that there shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would no more than five (5) such increases pursuant to this Section 2.06(d) and all such increases shall not exceed $1,050,000,000250,000,000 in the aggregate; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) the Borrower shall have paid all compensation required by Section 5.02 (if any); (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a an existing Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 E-1 (a “Maximum Credit Amount Increase Certificate”); and, and if requested by such Lender, the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 E-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and if requested by such Additional Lender, the Borrower shall deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed; and (G) the Borrower and its Subsidiaries shall have delivered to the Administrative Agent such legal opinions, resolutions, amendments to Security Instruments and other documents as the Administrative Agent may reasonably request. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(d)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate: (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(d)(ii)(F), the Administrative Questionnaire referred to in Section 2.06(d)(ii), if applicable, the written consent of the Administrative Agent to such increase required by Section 2.06(d)(i), and all other documents and payments required by this Section 2.06(d), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless and until it has been recorded in the Register as provided in this Section 2.06(d)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000500,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase CertificateAgreement”), together with a processing and recordation fee of $3,500, and the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-2 (an “Additional Lender CertificateAgreement”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Maximum Credit Amount Increase Agreement or the Additional Lender Agreement (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be deemed to increased as set forth therein; and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party in all respects to this Agreement and any the other Loan Documents to which and have the Lenders are rights and obligations of a partyLender under this Agreement and the other Loan Documents. In addition, and upon the effective date set forth in such Lender or the Additional Lender Certificate or Maximum Credit Amount Increase CertificateLender, any such Lender party to a Maximum Credit Amount Increase Certificate or an Additional Lender Certificate as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Agreement or an Additional Lender Agreement, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c) (i), the Administrative Agent shall accept such Maximum Credit Amount Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000500,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase CertificateAgreement”), together with a processing and recordation fee of $3,500, and the Borrower shall deliver a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate an agreement substantially in the form of Exhibit H-2 (an “Additional Lender CertificateAgreement”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and after the effective date specified in the Maximum Credit Amount Increase Agreement or the Additional Lender Agreement (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be deemed to increased as set forth therein; and (B) in the case of an Additional Lender Agreement, any Additional Lender party thereto shall be a party in all respects to this Agreement and any the other Loan Documents to which and have the Lenders are rights and obligations of a partyLender under this Agreement and the other Loan Documents. In addition, and upon the effective date set forth in such Lender or the Additional Lender Certificate or Maximum Credit Amount Increase CertificateLender, any such Lender party to a Maximum Credit Amount Increase Certificate or an Additional Lender Certificate as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Agreement or an Additional Lender Agreement, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Agreement or Additional Lender Agreement and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may from time to time increase the Aggregate Maximum Credit Amounts then in effect without the prior consent of the Lenders, but with the prior written consent of the Administrative Agent Agent, by increasing the Maximum Credit Amount of a Lender one or more Lenders or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,0001,400,000,000; (B) no Default or Event of Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Administrative Agent, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Administrative Agent, the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may from time to time increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent (not to be unreasonably withheld) by increasing the Maximum Credit Amount of a Lender one or more Lenders or by causing a Person one or more Persons that at such time is are not a Lender Lenders to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 25,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000600,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of all such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 G-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 G-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and, if requested, the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 15,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000150,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Maximum Credit Amount Increase Certificate”), together with a processing and recordation fee of $3,500, and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “"Additional Lender”"). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 5,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed $1,050,000,000;225,000,000. (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation to the extent required by Section 5.02; (D) no Lender’s 's Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 E-1 (a “"Maximum Credit Amount Increase Certificate”"), and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then (1) the Parent GuarantorBorrower must obtain the prior written consent of the Administrative Agent, (2) the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 E-2 (an “"Additional Lender Certificate”"), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and (3) the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that one or more Persons not at such time is not a Lender to become a Lender or Lenders (each an “"Additional Lender”"). (ii) Any such increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 10,000,000 unless the Administrative Agent otherwise consents, and no the aggregate amount of all such increase increases shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would not exceed $1,050,000,000100,000,000 and, following all such increases, the aggregate amount of the Lenders' Commitments shall not exceed $300,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding (or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings); (D) no Lender’s 's Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantorone or more Lenders, the Borrower and such Lender Lenders shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 F-1 (a “"Maximum Credit Amount Increase Certificate”"), together with a processing and recordation fee of $3,500 (in the aggregate even if more than one Lender is involved), and the Borrower shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed; and (EF) if If the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 F-2 (an “"Additional Lender Certificate”"), together with an Administrative QuestionnaireQuestionnaire and a processing and recordation fee of $3,500, and the Borrower shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other Loan Documents and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).

Optional Increase in Aggregate Maximum Credit Amounts. (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the Aggregate Maximum Credit Amounts then in effect with the prior written consent of the Administrative Agent by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions: (A) such increase shall not be less than $50,000,000 10,000,000 unless the Administrative Agent otherwise consents, and no such increase shall be permitted if after giving effect thereto the Aggregate Maximum Credit Amounts would exceed aggregate amount of all such increases exceeds $1,050,000,000100,000,000; (B) no Default shall have occurred and be continuing at the effective date of such increase or would result after giving effect to such increase; (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (D) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender (such consent to be granted in such Lender’s sole discretion); (DE) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of a Lender, the Parent Guarantor, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 F-1 (a “Maximum Credit Amount Increase Certificate”); and (EF) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become a party to this Agreement, then the Parent Guarantor, the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 F-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire.Questionnaire and a processing and recordation fee of $3,500, and the Borrower shall, if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed. Resolute Aneth, LLC Amended & Restated Credit Agreement (iii) Any such Additional Lender shall be deemed Subject to be a party in all respects acceptance and recording thereof pursuant to this Agreement Section 2.06(c)(iv), from and any other Loan Documents to which the Lenders are a party, and upon after the effective date set forth specified in such Additional Lender Certificate or Maximum Credit Amount Increase Certificate, any such Lender party to a the Maximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the Aggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Credit Exposure Loans (and participation interests in Letters of Credit) of each of the current other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that the Lenders each Lender (including any Additional Lender, if applicable) shall have the appropriate portion hold its Applicable Percentage of the aggregate outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Exposure Amounts. (based in each case iv) Upon its receipt of such Lender’s Applicable Percentagea duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as revised applicable, the processing and recording fee referred to in Section 2.06(c)(ii), the Administrative Questionnaire referred to in Section 2.06(c)(ii), if applicable, and the written consent of the Administrative Agent to such increase required by Section 2.06(c)(i), the Administrative Agent shall accept such Maximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Aggregate Maximum Credit Amounts shall be effective for purposes of this SectionAgreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv).