Common use of Increase in the Aggregate Commitments Clause in Contracts

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Commitments by not less than $25,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility at any time exceed $250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (each, a “

Increase in the Aggregate Commitments. (a) The Borrower Borrowers may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodRevolver Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than $25,000,000 or an integral multiple of $25,000,000 in excess thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Revolver Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 3,500,000,000, (ii) on no Default shall have occurred and be continuing as of the date of any such request by the Borrower for a Commitment Increase and on the related Increase Date, (iii) all of the applicable conditions set forth in Article III shall be satisfiedsatisfied as of the applicable Increase Date. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower Borrowers for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrowers and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrowers may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee, when aggregated with the commitment of such Person to lend under the Five-Year Credit Agreement, shall in no event be less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.16(c) (each an "Increase Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.16(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the board of directors of each Borrower or the Executive Committee of such board approving the amount of the Commitments after giving effect to the Commitment Increase, (B) a certificate, signed by a duly authorized Responsible Officer of each Borrower, stating that all of the applicable conditions in Article III have been satisfied and (C) an opinion of counsel for the Borrowers, in substantially the form of Exhibit C hereto; (ii) an Assumption Agreement from each Increase Assuming Lender, duly executed by such Increase Assuming Lender, the Administrative Agent and the Borrowers; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrowers and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.16(d), the Administrative Agent shall notify the Lenders (eachincluding, a “without limitation, each Increase Assuming Lender) and the Borrowers, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Increase Assuming Lender on such date. In addition, on each Increase Date, each of the Increasing Lenders and the Increase Assuming Lenders will purchase and assume from the other Lenders such interests in the Revolving Credit Advances made by such other Lenders and outstanding on such Increase Date as shall be necessary so that, after giving effect to such purchases and assumptions, each of the Lenders (including the Increasing Lenders and the Increase Assuming Lenders) will hold their respective pro rata shares of all Revolving Credit Advances outstanding on such Increase Date (such purchases and assumptions to be effected by each of the Increasing Lenders and the Increase Assuming Lenders making an amount equal to such respective pro rata shares available for the accounts of their Applicable Lending Offices to the Administrative Agent at the Administrative Agent's Account, in same day funds). Each Borrower hereby agrees to each of the purchases and assumptions described in the immediately preceding sentence.

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time after termination of the Delayed Draw Periodto time, by written notice to the Administrative Agent, (x) request an increase in that the aggregate amount of the Original Commitments be increased by having an existing Lender agree in its sole discretion to increase its then existing Original Commitment (an “Increase Lender”) and/or by adding as a new Lender hereunder any Person (each such Person, an “Assuming Lender”) approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (in each case, such approval not less than $25,000,000 to be unreasonably withheld or delayed) that shall agree to provide an Original Commitment hereunder or (y) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Commitment Tranche”) to be provided by one or more Increase Lenders and/or Assuming Lenders (each such proposed increase, increase pursuant to the foregoing clauses (x) and (y) being a “Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Commitment Increase, the Increase Lender(s) and/or Assuming Lender(s) providing such Commitment Increase and the date on which such Commitment Increase is to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related ), which shall be a Business Days at least three Business Days after delivery of such notice and ten Business Days prior to the Administrative AgentCommitment Termination Date; provided, however, that that: (i) in no event the minimum amount of each Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000; (ii) the aggregate amount of all Commitment Increases hereunder, together with the Facility aggregate amount of all Incremental Equivalent Debt incurred under Section 2.19(d), shall not exceed, at any the time exceed $250,000,000 of incurrence thereof, the sum of (the amount available under clauses (y) and (iiz) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Datebelow, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment DateAvailable Incremental Amount”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (each, a “):

Increase in the Aggregate Commitments. (a) The Company may, and, after the Co-Borrower Joinder Date, the Company and the Co-Borrower may, at not more than once in any time after termination of calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an integral multiple of $25,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) ), as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 7,000,000,000, (ii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 3.04 shall be satisfiedsatisfied and (iii) each Commitment Increase shall increase the Co-Borrower Sublimit by an amount such that, after giving effect to such Commitment Increase, the Contribution Percentages of the Company and the Co-Borrower are equal to their respective Contribution Percentages before giving effect to such Commitment Increase. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase (and related increase to the Commitment IncreaseCo-Borrower Sublimit), (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein based on the ratio of the amount by which each lender is willing to participate in the requested Commitment Increase on the Commitment Date to the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on the Commitment Date. (c) Promptly following each Commitment Date, the Agent shall notify the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower) as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower) may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of each of the Company and the Co-Borrower or the Executive Committee of such Board authorizing the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel to the Company (and, after the Co-Borrower Joinder Date, an opinion of counsel to the Co-Borrower) (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower) and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower); and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower) and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower), on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Revolving Credit Commitments by not less than $25,000,000 5,000,000 in the aggregate (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Sections 3.01(a)(i) and 3.02 shall be satisfiedsatisfied and (iii) each such Commitment Increase shall be allocated 50% to the U.S. Dollar Revolving Credit Commitments (the “U.S. Dollar Commitment Increase”) and 50% to the Multicurrency Revolving Credit Commitments (the “Multicurrency Commitment Increase”). (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount amounts of the U.S. Dollar Commitment Increase and the Multicurrency Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its U.S. Dollar Revolving Credit Commitment (eachan “Increased U.S. Dollar Commitment Amount”) and/or Multicurrency Revolving Credit Commitment (an “Increased Multicurrency Commitment Amount”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective U.S. Dollar Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested U.S. Dollar Commitment Increase, a “the requested U.S. Dollar Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the U.S. Dollar Commitment Increase multiplied by the ratio of each Lender’s Increased U.S. Dollar Commitment Amount to the aggregate amount of all Increased U.S.

Increase in the Aggregate Commitments. (a) The After the consummation of an IPO, the Borrower may, at any from time after termination of the Delayed Draw Period, by written notice to the Administrative Agenttime, request an increase in that the aggregate amount of the Commitments be increased by having an existing Lender agree in its sole discretion to increase its then existing Commitment (an “Increase Lender”) and/or by adding as a new Lender hereunder any Eligible Assignee (each such Person, an “Assuming Lender”) approved by the Administrative Agent and each Issuing Bank (in each case, such approval not less than $25,000,000 to be unreasonably withheld or delayed) that shall agree to provide a Commitment hereunder (each such proposed increase, increase being a “Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Commitment Increase, the Increase Lender(s) and/or Assuming Lender(s) providing such Commitment Increase and the date on which such Commitment Increase is to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related ), which shall be a Business Days at least three Business Days after delivery of such notice and ten Business Days prior to the Administrative AgentCommitment Termination Date; provided, however, that that: (i) in no event the minimum amount of each Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000; (ii) the aggregate amount of all Commitment Increases hereunder shall not exceed the Facility at Shared Incremental Amount; (iii) immediately before and immediately after giving effect to any time exceed $250,000,000 and (ii) on the date of any request by the Borrower for a such Commitment Increase and the use of proceeds thereof (if any), Parent shall be in compliance with the financial covenants set forth in Section 6.8 (whether or not then in effect) hereof on a Pro Forma Basis; (iv) both at the related Increase Datetime of any such request and upon the effectiveness of any Commitment Increase, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Commitment Increase; (v) the applicable conditions representations and warranties set forth in Article III and in the other Loan Documents shall be satisfiedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date; (vi) an amendment reporting to the FETA Reporting (as defined below) shall be made and shall have been accepted by the applicable foreign exchange authority; and (vii) any Commitment Increase shall be on terms that are identical to the existing Commitments. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (iv) and (v) above. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Increase Lender and any election to do so shall be in the sole discretion of each Lender. (b) The Administrative Agent Each Commitment Increase (and the increase of the Commitment of each Increase Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall promptly notify become effective as of the Lenders and such other Eligible Assignees as are designated relevant Increase Date upon receipt by the Borrower and are reasonably acceptable Administrative Agent, on or prior to the Administrative Agent 12:00 noon, New York City time, on such Increase Date, of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment IncreaseIncrease under this Section 2.19 have been satisfied, (ii) an agreement (a “Commitment Increase Supplement”), in form and substance reasonably satisfactory to the proposed Borrower, each Increase Date Lender, each Assuming Lender and the Administrative Agent, pursuant to which, effective as of such Increase Date, as applicable, the Commitment of each such Increase Lender shall be increased or each such Assuming Lender shall undertake a Commitment, in each case duly executed by such Increase Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent and (iii) such certificates, legal opinions or other documents from the date Borrower reasonably requested by which Lenders the Administrative Agent in connection with such Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed Commitment Increase Supplement from each Increase Lender and/or Assuming Lender referred to in clause (ii) above, together with the certificates, legal opinions and other documents referred to in clauses (i) and (iii) above, the Administrative Agent shall record the information contained in each such other Eligible Assignees wishing to participate agreement in the Register and give prompt notice of the relevant Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their CommitmentsBorrower and the Lenders (including, as applicable (the “Commitment Date”if applicable, each Assuming Lender). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, At the election of the Administrative Agent in its sole discretion, give written notice any Loans outstanding on such Increase Date shall be reallocated among the Lenders (with Lenders making any required payments to each other) to the Administrative Agent on extent necessary to keep the outstanding Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Commitments under this Section 2.19. Upon each such Commitment Increase, the participation interests of the Lenders in the then outstanding Letters of Credit shall automatically be adjusted to reflect, and each Lender (including, if applicable, each Assuming Lender) shall have a participation in each such Letter of Credit equal to, the Lenders’ respective Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit after giving effect to such increase. (c) This Section shall supersede any provisions in Section 2.17 or prior Section 10.2 to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (each, a “contrary.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of time, whether or not the Delayed Draw PeriodCommitments have been reduced pursuant to Section 4.5, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 450,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 5.2 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Banks of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee Bank that is willing willing, in its sole discretion, to participate in such requested Commitment Increase shall, in its sole discretion, (each an “Increasing Bank”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”) shall become a Bank party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.6(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks (eachincluding, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a “non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) A. The Borrower may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw PeriodMaturity Date (unless the Administrative Agent otherwise consents), by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Lender”) and/or (ii) adding one or more Eligible Assignees as parties hereto with Commitments in an amount agreed to by such respective Eligible Assignees; provided that (a) the aggregate amount of any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $25,000,000 5,000,000, (each c) any such proposed increase, a “Commitment Increase”) to increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (id) in no event shall the aggregate amount of increases in the Facility at any time Commitments pursuant to this Section exceed $250,000,000 125,000,000 and (iiiv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (beach such Eligible Assignee, an “Assuming Lender”) The shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the Borrower; provided, however, that the Administrative Agent shall promptly notify have received on or before such Increase Date the Lenders and following, each dated such other Eligible Assignees as are designated by date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and are the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable satisfactory to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the Commitment Increase, and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the proposed Increase Date Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to establish their Commitments, as applicable (be effected on such Increase Date and shall record in the “Commitment Date”)Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase each Assuming Lender shall, in its sole discretionbefore 2:00 P.M. (New York City time) on the Increase Date, give written notice make available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Loans then outstanding (calculated based on or prior its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Date Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the amount by which it is willing Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to increase or establish, as applicable, the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw PeriodEffective Date and prior to the Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Revolving Credit Commitments be increased (with, at the Borrower’s option and subject to the agreement of an Issuing Bank (not to be unreasonably withheld or delayed), a proportionate increase in the Letter of Credit Facility) by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $10,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Revolving Credit Commitments at any time exceed $250,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Section 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify the one or more Lenders and such other Eligible Assignees (as are designated requested by the Borrower and are reasonably acceptable to the Administrative Agent Borrower) of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the applicable Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each applicable Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the applicable Lenders notify the Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the applicable Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. If any Lender shall fail to notify the Agent and the Borrower in writing of its consent to any such request for a Commitment Increase on or establishprior to the Commitment Date, such Lender shall be deemed to have declined such request. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as applicableto the amount, if any, by which the applicable Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the applicable Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the applicable Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $20,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.19(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors or committee thereof of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) if requested by the Agent, an opinion of counsel for the Borrower (which may be in-house counsel) in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile or e-mail, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (e) On the Increase Date, if any Revolving Credit Advances are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 8.04(c)) prepay Revolving Credit Advances of all or certain of the Lenders such that, after giving effect thereto, the Revolving Credit Advances (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Revolving Credit Commitments. On and after each Increase Date, the Ratable Share of each Lender’s participation in Letters of Credit and in Revolving Credit Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw Periodlatest Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Revolving Credit Commitment be increased by not less than an integral multiple of $25,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Revolving Credit Commitments at any time exceed $250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied300,000,000. (b) The Administrative Agent shall promptly notify the Revolving Credit Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Revolving Credit Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Revolving Credit Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Revolving Credit Lenders notify the Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Revolving Credit Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Revolving Credit Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount exceeding $5,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.21(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Revolving Credit Lender party to this Agreement as applicableof such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Revolving Credit Lender pursuant to the last sentence of Section 2.21(b)) as of such Increase Date; provided, however, that (i) the Agent shall have received on or before such Increase Date the following, each dated such date: (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (B) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (C) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment (each, in a “writing satisfactory to the Borrower and the Agent; and

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Periodbut in any event on not more than three occasions, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity latest Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees those Lenders, if any, as are designated specified by the Borrower and are reasonably acceptable to the Administrative Agent Borrower, of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.20(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.20(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), covering the comparable matters set forth in Exhibit E hereto with respect to the Borrower and with respect to each Assumption Agreement and any other agreement executed and delivered by the Borrowers effecting such Commitment Increase; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.20(d), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or other electronic communication, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. If on the Increase Date there shall be any outstanding Revolving Credit Borrowings, then each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Revolving Credit Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than integral multiples of $25,000,000 10,000,000 in excess thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 350,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount (the "Proposed Increased Commitment") by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein ratably according to their respective Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $15,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.17(c), an "Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibits D and E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time) by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time after termination of the Delayed Draw Periodto time, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than a minimum amount equal to $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) ), to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event Default shall the aggregate amount have occurred and be continuing as of the Facility at any time exceed $250,000,000 and (ii) on the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, or shall occur as a result thereof and, provided, further, that at no time shall the applicable conditions set forth in Article III shall be satisfiedtotal aggregate Commitments hereunder exceed $1,250,000,000. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, in its sole discretion, (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establish, as applicable, its Commitment more Persons reasonably acceptable to the Administrative Agent (each, an “Eligible Assignee”) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) a certificate of the Borrower signed by an authorized officer of the Borrower (1) certifying and attaching the resolutions adopted by the board of directors or other applicable governing body of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement, and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects on and as of the Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1, and (y) no Default exists and, if requested by the Administrative Agent, (B) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters relating to the Commitment Increase; (ii) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Borrower and the Administrative Agent, duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.17(d), in the event any Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to the applicable Commitment Increase and the application of such amounts to make payments to such other Lenders, the Loans to be held ratably by all Lenders as of such date in accordance with their respective Applicable Percentages (after giving effect to the Commitment Increase), (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Loans made to it as of such Commitment Increase Date (with each such borrowing to consist of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2) and (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.13 as a result of such prepayment. (f) This Section shall supersede any provisions in Section 2.15 or Section 9.2 to the contrary.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 600,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Sections 3.2(f) and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors’ resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. 1663651.11-New York Server 7A - MSW (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount not less than $5,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a Commitment Increase requested in accordance with Section 2.12(a) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the amount of the Commitment Increase so requested (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.12(b)) as of such Increase Date. On each Increase Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 11:00 A.M. (Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (Chicago time) on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective applicable lending offices in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of time, whether or not the Delayed Draw PeriodCommitments have been reduced pursuant to Section 4.5, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,800,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 5.2 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Banks of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee Bank that is willing willing, in its sole discretion, to participate in such requested Commitment Increase shall, in its sole discretion, (each an “Increasing Bank”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”) shall become a Bank party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.6(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks (eachincluding, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a “non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower Company may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodMaturity Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 4,500,000,000 and (ii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, (x) the applicable conditions set forth representations and warranties in Article III shall be satisfiedtrue and correct in all material respects (except to the extent qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (y) no Default shall have occurred and be continuing. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower Company for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Company and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Company as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase, which in each case shall be subject to the approval of the Swing Line Lender and each Issuing Bank (such approval not to be unreasonably withheld). If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Company may extend offers to one or establishmore Persons (other than Parent or any of its Affiliates, as applicablea Defaulting Lender or a natural person) approved by the Administrative Agent, its Commitment the Company, the Swing Line Lender and each Issuing Bank (such approvals not to be unreasonably withheld) (each, an “Eligible Assignee”) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with Section 2.20(c), an “Assuming Lender”) shall become a Lender party to this Credit Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that (x) the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of each Credit Party approving the Commitment Increase (which may be resolutions previously provided and certified to be still in effect) and the corresponding modifications to this Credit Agreement and (B) an opinion of counsel for the Credit Parties (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Company and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Company; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Company and the Administrative Agent; and (y) (A) upon the reasonable request of any Lender made at least ten days prior to the Increase Date, the Borrowers shall have provided to each Assuming Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five days prior to the Increase Date and (B) at least five days prior to the Increase Date, any Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Credit Party. On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.19(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Company, on or before 1:00 p.m. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (e) On the Increase Date, if any Committed Loans are then outstanding, the Borrowers shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrowers with Section 2.15) prepay Committed Loans of all or certain of the Lenders such that, after giving effect thereto, the Committed Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Letters of Credit, Swing Line Loans and Committed Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Commitments Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 375,000,000 in the aggregate, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfiedsatisfied and such Commitment Increase shall not constitute or give rise to a default or event of default (whether with the giving of notice, passage of time or otherwise) under any agreement (including, without limitation, the Existing Credit Agreement) to which the Parent Guarantor or any of its Subsidiaries are bound or subject, and Borrower shall have delivered to Administrative Agent a certification of the foregoing signed by a Responsible Officer together with such supporting information demonstrating compliance with the foregoing as Administrative Agent may reasonably request, (iii) with respect to any Term Loan Borrowing in connection with any Commitment Increase consisting of Eurodollar Rate Advances, such Borrowing must occur only on the first day of an Interest Period, and (iv) the Borrower may not request a Commitment Increase in the event that all Advances that had been outstanding prior to such requested increase have been prepaid. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received at or before 12:00 Noon (Cleveland, Ohio time) on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; (iii) a new Note for each Increasing Lender or Acceding Lender so that the principal amount of such Lender’s Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Note to the respective Acceding Lender or Increasing Lenders (with respect to an Increasing Lender, in exchange for the Notes replaced thereby which shall be surrendered by such Increasing Lender). Such new Notes shall provide that they are replacements for the surrendered Notes, and that they do not constitute a novation, shall be dated as of the applicable Increase Date and shall otherwise be in substantially the form of the replaced Notes. Simultaneously with such increase, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the closing under this Agreement. Any surrendered Notes shall be cancelled and returned to the Borrower; and (iv) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower, at or before 1:00 P.M. (Cleveland, Ohio time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, each Increasing Lender or Acceding Lender, as applicable, its shall fund to Administrative Agent in immediately available funds their respective Commitment (eachIncrease as an Advance, a “and Administrative Agent shall make such Advance available to Borrower as an additional Term Loan.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period(but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request an increase in the aggregate amount of the Revolving Credit Commitments by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Revolving Credit Facility at any time exceed $250,000,000 650,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Revolving Credit Commitment (each, a “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, then the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to such Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of all Proposed Increased Commitments. In no event, however, shall any Lender be required to participate in a Commitment Increase. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the applicable requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the penultimate sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment in a writing satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower, at or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances then outstanding and owed to all Lenders (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender in that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders. The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section 2.17 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), then the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses reasonably incurred.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 50,000,000 or more (each such proposed increase, a “Commitment Increase”) to be ), effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 450,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 3.02 shall be satisfied, and (iii) on the Commitment Date (as defined below) and after giving effect to the Commitment Increase, the Borrower’s Public Debt Ratings shall be at least BBB- by S&P or Baa3 by ▇▇▇▇▇’▇. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date Date, and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in proportion to the amounts offered by such Lenders or establishas otherwise agreed among each such Lender, the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as applicableto the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.16(b) (an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the applicable amount determined in accordance with Section 2.16(b) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement; (ii) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit E hereto; (iii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Agent and the Borrower; and (iv) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.16(d), and subject to the conditions specified in Section 2.16(a), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile transmission or electronic mail message, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time after termination of the Delayed Draw Periodto time, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than a minimum amount equal to $25,000,000 10,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increase, a ““ Commitment Increase”) ), to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event Default or Event of Default shall the aggregate amount have occurred and be continuing as of the Facility at any time exceed $250,000,000 and (ii) on the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, or shall occur as a result thereof and, provided, further, that at no time shall the applicable conditions set forth in Article III shall be satisfiedtotal aggregate Commitment Increase hereunder exceed $150,000,000. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, in its sole discretion, (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. The increase of the Commitment of any Increasing Lender shall be subject to the prior written consent of each Issuing Bank (such consent not to be unreasonably withheld or establishdelayed). The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as applicableto the amount, its if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Persons (but not to the Borrower or an Affiliate thereof or any natural person) reasonably acceptable to the Administrative Agent, each Issuing Bank and the Swing Line Lender (each, an “Eligible Assignee”) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) a certificate of the Borrower signed by an authorized officer of the Borrower (1) certifying and attaching the resolutions adopted by the board of directors or other applicable governing body of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement, and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) on and as of the Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in such manner as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 3.4(a) shall be deemed to refer, following the first delivery thereof, to the most recent statements furnished pursuant to Section 5.1, and (y) no Default or Event of Default exists and, if requested by the Administrative Agent, (B) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters relating to the Commitment Increase; (ii) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Borrower and the Administrative Agent, duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.19(d), in the event any Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to the applicable Commitment Increase and the application of such amounts to make payments to such other Lenders, the Loans to be held ratably by all Lenders as of such date in accordance with their respective Applicable Percentages (after giving effect to the Commitment Increase), (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Loans made to it as of such Increase Date (with each such borrowing to consist of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2) and (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.15 as a result of such prepayment. (f) This Section shall supersede any provisions in Section 2.17 or Section 10.2 to the contrary.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period(but no more than twice in any consecutive 12-month period), by written notice to the Administrative Agent, request an increase in the aggregate amount of the Revolving Credit Commitments by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 325,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by the amount of its Proposed Increased Commitment (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower, at or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances then outstanding and owed to all Lenders (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders. The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section 2.17 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), then the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses incurred in connection therewith.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Commitments Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 400,000,000 in the aggregate, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfiedsatisfied and such Commitment Increase shall not constitute or give rise to a default or event of default (whether with the giving of notice, passage of time or otherwise) under any agreement (including, without limitation, the Existing Credit Agreement) to which the Parent Guarantor or any of its Subsidiaries are bound or subject, and Borrower shall have delivered to Administrative Agent a certification of the foregoing signed by a Responsible Officer together with such supporting information demonstrating compliance with the foregoing as Administrative Agent may reasonably request, (iii) with respect to any Term Loan Borrowing in connection with any Commitment Increase consisting of Eurodollar Rate Advances, such Borrowing must occur only on the first day of an Interest Period, and (iv) the Borrower may not request a Commitment Increase in the event that all Advances that had been outstanding prior to such requested increase have been prepaid. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received at or before 12:00 Noon (Cleveland, Ohio time) on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; (iii) a new Note for each Increasing Lender or Acceding Lender so that the principal amount of such Lender’s Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Note to the respective Acceding Lender or Increasing Lenders (with respect to an Increasing Lender, in exchange for the Notes replaced thereby which shall be surrendered by such Increasing Lender). Such new Notes shall provide that they are replacements for the surrendered Notes, and that they do not constitute a novation, shall be dated as of the applicable Increase Date and shall otherwise be in substantially the form of the replaced Notes. Simultaneously with such increase, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the closing under this Agreement. Any surrendered Notes shall be cancelled and returned to the Borrower; and (iv) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower, at or before 1:00 P.M. (Cleveland, Ohio time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, each Increasing Lender or Acceding Lender, as applicable, its shall fund to Administrative Agent in immediately available funds their respective Commitment (eachIncrease as an Advance, a “and Administrative Agent shall make such Advance available to Borrower as an additional Term Loan.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least not later than 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 2,000,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 3.03 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent, provided that no Lender shall be subject to a Commitment Increase in excess of the amount by which it is willing to increase its Commitment as indicated in its notice to the Administrative Agent. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any increase in its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $15,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.20(c), an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit G hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 p.m. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Administrative Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, a “the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Applicable Percentage after giving effect to the relevant Commitment Increase). The respective LC Exposures of the Lenders shall be redetermined as of the effective date of such increase in proportion to their respective Commitments after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower Guarantor may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,800,000,000 and (ii) on the date of any request by the Borrower Guarantor for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower Guarantor for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Guarantor and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Guarantor as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Guarantor may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(b) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an "Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of each Loan Party or the Executive Committee of such Board approving the Commitment Increase and (B) an opinion of counsel for the Loan Parties (which may be in-house counsel), in substantially the form of Exhibits D-1 and D-2 hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Guarantor and the Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Agent and the Guarantor; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Guarantor and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Loan Parties, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time after termination of the Delayed Draw Periodto time, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled final Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed the aggregate amount of the Commitments as of the date hereof plus $250,000,000 200,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable which shall be at least five Business Days prior to the Increase Date (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or more. The Borrower, at its discretion, may withdraw its request for a Commitment Increase at any time prior to the Increase Date. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assignee, and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.19(c), an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (eachincluding, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a “percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase ) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase), and the Borrower shall pay such Lender any amounts due pursuant to Section 8.04.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw Periodlatest Extended Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity latest Extended Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied700,000,000. (b) The Administrative Agent shall promptly notify the Lenders and such other one or more Eligible Assignees as are designated have been identified by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) and any such Eligible Assignee shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders and such Eligible Assignees notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein and such Eligible Assignees in such amounts as are agreed between the Borrower and the Agent.; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or establishan integral multiple thereof. (c) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee, and each Lender that shall become a Lender hereunder in accordance with Section 2.20, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that (i) the Agent shall have received on or before such Increase Date the following, each dated such date: (A) certified copies of resolutions of the Board of Directors of the Borrower (or any committee of such Board having the power to approve such Commitment Increase) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Agent; (B) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (C) confirmation from each Increasing Lender of the increase in the amount of its Commitment (each, in a “writing satisfactory to the Borrower and the Agent; and

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $10,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,000,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Lender Parties of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees Lender Parties wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee Party that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lender Parties notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lender Parties willing to participate therein in such proportion as the Agent and the Borrower may agree. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lender Parties are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lender Parties are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lender Parties as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of not less than $5,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender Party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender Party for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender Party pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Agent shall notify the Lender Parties (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period(but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request either (i) an increase in the aggregate amount of the Revolving Credit Commitments, (ii) an increase in the aggregate amount of the Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, or (iii) an increase in the aggregate amount of the Revolving Credit Commitments and an increase in the aggregate amount of the Term Loan Commitments, in each case by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments in respect of all Facilities at any time exceed $250,000,000 and 900,000,000 in the aggregate, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied, and (iii) with respect to any Term Loan Borrowing in connection with any Commitment Increase consisting of Eurodollar Rate Advances, such Borrowing must occur only on the first day of an Interest Period. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the Facility to which such Commitment Increase relates, (iii) the proposed Increase Date and (iiiiv) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment in respect of the applicable Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its applicable Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower, at or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances in respect of the Increasing Facility then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s pro rata share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances in respect of such Facility then outstanding and owed to all Lenders in respect of such Facility (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances in respect of such Facility then outstanding and owed to each Lender in respect of such Facility that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender in respect of such Facility shall equal such Lender’s pro rata share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances in respect of such Facility then outstanding and owed to all Lenders in respect of such Facility. The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section 2.17 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), then the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses reasonably incurred.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than integral multiples of $25,000,000 10,000,000 in excess thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 300,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $15,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an "Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Paying Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof (each such proposed increaseeach, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Paying Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Paying Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable which date shall not be more than 20 days following the date on which the notice of requested Commitment Increase is received by the Lenders from the Paying Agent (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Paying Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to give such written notice to the Paying Agent on or establishprior to the Commitment Date shall be deemed to have declined the invitation to increase its Commitment. If the Increasing Lenders notify the Paying Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Increasing Lenders in such amounts as applicableare agreed between the Borrower and the Paying Agent (but in no event shall an Increasing Lender be allocated more than the amount by which such Increasing Lender agreed to increase its Commitment as set forth in the written notice given by it to the Paying Agent). (c) Promptly following each Commitment Date, the Paying Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Increasing Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees approved by each of the Issuing Banks (which approval will not be unreasonably withheld or delayed) to participate in any portion of the requested Commitment Increase that has not been committed to by the Increasing Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more (or, if less, the amount by which the requested Commitment Increase exceeds the aggregate amount of the increase in the Commitments from all Lenders that are so willing to participate in the requested Commitment Increase). (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.19(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Paying Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions (or excepts thereof) of the Board of Directors of the managing general partner of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit G hereto; and (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Paying Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Paying Agent and the Borrower. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Paying Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 3:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Paying Agent at the Paying Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Paying Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Paying Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Revolving Credit Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period(but no more than twice in any consecutive 12-month period), by written notice to the Administrative Agent, request an increase in the aggregate amount of the Revolving Credit Commitments by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 200,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by the amount of its Proposed Increased Commitment (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower, at or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances then outstanding and owed to all Lenders (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders. The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section 2.17 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), then the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses incurred in connection therewith.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period, may by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 30 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 450,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m. (Pittsburgh, Pennsylvania time) of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Revolving Credit Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase). In addition, on each Increase Date, each Lender that is increasing its Commitment and each Assuming Lender that is joining this Agreement shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Lenders party to this Agreement immediately prior to the Increase Date, an undivided interest and participation in any Letter of Credit and Swing Line Advance then outstanding, ratably, such that each Lender (including each Lender increasing its Commitment and each Assuming Lender that is joining this Agreement) holds a “participation interest in each such Letter of Credit and Swing Line Advance in the amount of its then Ratable Share thereof.

Increase in the Aggregate Commitments. (a) A. The Borrower may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw PeriodMaturity Date (unless the Administrative Agent otherwise consents), by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Lender”) and/or (ii) adding one or more Eligible Assignees as parties hereto with Commitments in an amount agreed to by such respective Eligible Assignees; provided that (a) the aggregate amount of any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $25,000,000 5,000,000, (each c) any such proposed increase, a “Commitment Increase”) to increase shall be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (id) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 500,000,000 and (iiiv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (beach such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with Section 2.15C, an “Assuming Lender”) The shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the Borrower; provided, however, that the Administrative Agent shall promptly notify have received on or before such Increase Date the Lenders and following, each dated such other Eligible Assignees as are designated by date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and are the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable satisfactory to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the Commitment Increase, and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the proposed Increase Date Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to establish their Commitments, as applicable (be effected on such Increase Date and shall record in the “Commitment Date”)Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase each Assuming Lender shall, in its sole discretionbefore 2:00 P.M. (New York City time) on the Increase Date, give written notice make available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Loans then outstanding (calculated based on or prior its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Date Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the amount by which it is willing Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to increase or establish, as applicable, the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 or an integral multiple thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Sections 3.2 and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors' resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount not less than $5,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a Commitment Increase requested in accordance with Section 2.12(a) (each such Eligible Assignee, an "Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the amount of the Commitment Increase so requested (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.12(b)) as of such Increase Date. On each Increase Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 11:00 A.M. (Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (Chicago time) on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent's receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective applicable lending offices in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 600,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Sections 3.2(f) and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors’ resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount not less than $5,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a Commitment Increase requested in accordance with Section 2.12(a) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the amount of the Commitment Increase so requested (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.12(b)) as of such Increase Date. On each Increase Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 11:00 A.M. (Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (Chicago time) on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective applicable lending offices in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw Periodlatest Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 2,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Date no Default shall have occurred and be satisfiedcontinuing. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. No Lender shall have any obligation to participate in such a requested Commitment Increase, and the election of any Lender to Participate in such a requested Commitment Increase shall not obligate any other Lender to so participate. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto; (ii) an Assumption Agreement from each Assuming Lender, if any, duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower Company may, at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 50,000,000 or an integral multiple of $50,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 2,000,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated identified by the Borrower and are reasonably acceptable to the Administrative Agent Company of each a request by the Borrower Company for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders ▇▇▇▇▇▇▇ and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable such Commitment Increase (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (c) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount allocated to such Lender as of such Increase Date; provided, however, that the Agent shall have received on or establishbefore such Increase Date the following, as applicableeach dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Company or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Company and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Company; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Company and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Agent shall notify the Lenders (eachincluding, without limitation, each Assuming Lender) and the Company, on or before 1:00 P.M. (New York City time), by e-mail, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, purchase that portion of outstanding Advances of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Advances and funded and held on a “pro rata basis by the Lenders in accordance with their Ratable Shares).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time but in any event not more than (x) three times in the first year after termination of the Delayed Draw PeriodEffective Date and (y) once in any following 12 month period prior to the Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 or an integral multiple thereof, or such lesser amount as the Agent may agree, or in the case of an increase within the first six months after the Effective Date, by an amount of $5,000,000 or an integral multiple of $500,000 in excess thereof (each such proposed increase, a “Commitment Increase”) ), to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Section 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. Notwithstanding the foregoing, for each Commitment Increase occurring after the Effective Date pursuant to clause (x) of Section 2.19(a), the Borrower may identify those Persons to which such Commitment Increase will be available and (x) notwithstanding anything to the contrary in the definition of Eligible Assignee, the Agent shall have no right to approve whether such Persons become Assuming Lenders in accordance with clause (c) below and (y) notwithstanding anything to the contrary in this clause (b), the Lenders shall not be able to participate in any such Commitment Increase available to Persons proposed by the Borrower. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees as Assuming Lenders to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $500,000 in excess thereof. (d) On each Increase Date, each Assuming Lender shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an Assumption Agreement from each Assuming Lender, if any, duly executed by such Assuming Lender, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (e) On the Increase Date, if any Advances are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders such that, after giving effect thereto, the Advances (including, without limitation, the Types, currencies and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the Pro Rata Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 400,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an "Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of prior to the Delayed Draw PeriodTermination Date but in any event not more than twice, by written notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 or an integral multiple thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 500,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Sections 3.2 and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors' resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount not less than $5,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a Commitment Increase requested in accordance with Section 2.12(a) (each such Eligible Assignee, an "Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the amount of the Commitment Increase so requested (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.12(b)) as of such Increase Date. On each Increase Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 11:00 A.M. (Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (Chicago time) on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent's receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective applicable lending offices in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Sections 3.2(f) and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors’ resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount not less than $5,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a Commitment Increase requested in accordance with Section 2.12(a) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the amount of the Commitment Increase so requested (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.12(b)) as of such Increase Date. On each Increase Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 11:00 A.M. (Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (Chicago time) on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective applicable lending offices in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower Company may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw Periodfinal Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Revolving Credit Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Revolving Credit Commitments at any time exceed $250,000,000 500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower Company for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (each, a “Revolving

Increase in the Aggregate Commitments. (a) A. The Borrower may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw PeriodMaturity Date (unless the Administrative Agent otherwise consents), by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Lender”) and/or (ii) adding one or more Eligible Assignees as parties hereto with Commitments in an amount agreed to by such respective Eligible Assignees; provided that (a) the aggregate amount of any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $25,000,000 5,000,000, (each c) any such proposed increase, a “Commitment Increase”) to increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (id) in no event shall the aggregate amount of increases in the Facility at any time Commitments pursuant to this Section exceed $250,000,000 300,000,000 and (iie) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (beach such Eligible Assignee, an “Assuming Lender”) The shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the Borrower; provided, however, that the Administrative Agent shall promptly notify have received on or before such Increase Date the Lenders and following, each dated such other Eligible Assignees as are designated by date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and are the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable satisfactory to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the Commitment Increase, and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the proposed Increase Date Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to establish their Commitments, as applicable (be effected on such Increase Date and shall record in the “Commitment Date”)Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase each Assuming Lender shall, in its sole discretionbefore 2:00 P.M. (New York City time) on the Increase Date, give written notice make available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Loans then outstanding (calculated based on or prior its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Date Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the amount by which it is willing Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to increase or establish, as applicable, the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time after termination of the Delayed Draw Periodto time, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 600,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable which shall be at least five Business Days prior to the Increase Date (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or more. The Borrower, at its discretion, may withdraw its request for a Commitment Increase at any time prior to the Increase Date. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, Borrowers may at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Agent, request an that the Administrative Agent increase the Maximum Revolver Amount (a "Revolver Increase") by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a "New Lender") who wish to participate in the aggregate amount of such Revolver Increase and/or (ii) increasing the Commitments by not less than $25,000,000 (each of one or more Lenders party to this Agreement who wish to participate in such proposed increase, a “Commitment Revolver Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (iw) in no event Default shall the aggregate amount have occurred and be continuing as of the Facility at any time exceed $250,000,000 and (ii) on the date of such request or as of the effective date of such Revolver Increase (the "Increase Date") or shall occur as a result thereof, (x) any request New Lender that becomes party to this Agreement pursuant to this Section 2.18 shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent and consented to by the Borrower for a Commitment Increase Borrowers and on (y) the related Increase Date, the applicable other conditions set forth in Article III this Section 2.18 are satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrowers. The aggregate amount of Revolver Increases shall not exceed $50,000,000 and no single such Revolver Increase shall be satisfiedfor an amount less than $5,000,000. (b) The On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the conditions set forth in Section 2.18(a) hereof, become a Lender party to this Agreement as of such Increase Date and shall have a Commitment in an amount equal to its share of the Revolver Increase and (ii) each Lender that has chosen to increase its Commitment pursuant to this Section 2.18 will have its Commitment increased by the amount of its share of the Revolver Increase as of such Increase Date; provided, however, that the Administrative Agent shall promptly notify have (y) received from the Lenders Borrowers all out-of-pocket costs and such other Eligible Assignees as are designated expenses incurred by the Administrative Agent or any Lender in connection with such Revolver Increase, including pursuant to Section 2.14 hereof, and (z) received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the governing body of each Borrower approving the Revolver Increase and are reasonably acceptable the corresponding modifications, if any, to the Financing Documents required under subclause (vi) below, together with a certificate of each Borrower certifying that there have been no changes to the constitutive documents of such Borrower since the Effective Date, or if there have been changes, copies certified by such Borrower of all such changes; (ii) an assumption agreement from each New Lender participating in the Revolver Increase, if any, in form and substance satisfactory to the Administrative Agent of each request (each, an "Assumption Agreement"), duly executed by such New Lender, the Borrower for a Commitment Increase, which notice shall include (i) Administrative Agent and the proposed amount of the Commitment Increase, (ii) the proposed Increase Date and Borrowers; (iii) the date by which Lenders and such other Eligible Assignees wishing to participate confirmation from each Lender participating in the Commitment Revolver Increase must commit to an of the increase in the amount of their respective Commitments its Commitment, in form and substance satisfactory to the Administrative Agent; (iv) a certificate of PVH certifying that no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Revolver Increase; (v) a certificate of PVH certifying that the representations and warranties made by each Borrower herein and in the other Financing Documents are true and complete in all material respects with the same force and effect as if made on and as of such date (or, to establish their Commitmentsthe extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in all material respects as applicable of such earlier date); (vi) supplements or modifications to the “Commitment Date”). Each Lender Financing Documents and other Eligible Assignee such additional Financing Documents, including any new Notes to New Lenders and replacement Notes to Lenders that is willing agree to participate in such requested Commitment Increase shallRevolver Increase, in its sole discretion, give written notice to that the Administrative Agent reasonably deems necessary in order to document such Revolver Increase and otherwise assure and give effect to the rights of the Administrative Agent and the Lenders in the Financing Documents; and (vii) such other documents, instruments and information as the Administrative Agent or its counsel shall reasonably deem necessary in connection with the Revolver Increase. (c) On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.18, the Administrative Agent shall (i) effect a settlement of all outstanding Loans among the Lenders that will reflect the adjustments to the Commitments of the Lenders as a result of the Revolver Increase and (ii) notify the Lenders, any New Lenders participating in the Revolver Increase and the Borrowers, on or prior to the Commitment Date before noon (New York City time), by telecopier or telex, of the amount by which it is willing occurrence of the Revolver Increase to increase or establish, as applicable, its Commitment (each, a “be effected on such Increase Date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodRevolver Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than $25,000,000 6,000,000 or an integral multiple of $6,000,000 in excess thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Revolver Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 105,000,000, (ii) the Borrower shall concurrently request that the aggregate commitments of the lenders under the Five-Year Credit Agreement be ratably increased based on the respective aggregate Commitments of the Lenders hereunder and the aggregate commitments of the lenders under the Five-Year Credit Agreement, and such requested increase under the Five-Year Credit Agreement shall become effective on the applicable Increase Date, (iii) no Default or Event of Default shall have occurred and be continuing as of the date of any such request by the Borrower for a Commitment Increase and on the related Increase Date, (iv) all of the applicable conditions set forth in Article III shall be satisfiedsatisfied as of the applicable Increase Date. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee, when aggregated with the commitment of such Person to lend under the Five-Year Credit Agreement, shall in no event be less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.16(c) (each an "Increase Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.16(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the board of directors of the Borrower or the Executive Committee of such board approving the Commitment Increase and the corresponding modifications to this Agreement, (B) a certificate, signed by a duly authorized Responsible Officer of the Borrower, stating that all of the applicable conditions in Article III have been satisfied and (C) an opinion of counsel for the Borrower, in substantially the form of Exhibit C hereto; (ii) an Assumption Agreement from each Increase Assuming Lender, duly executed by such Increase Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.16(d), the Administrative Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Increase Assuming Lender on such date. In addition, on each Increase Date, each of the Increasing Lenders and the Increase Assuming Lenders will purchase and assume from the other Lenders such interests in the Revolving Credit Advances made by such other Lenders and outstanding on such Increase Date as shall be necessary so that, after giving effect to such purchases and assumptions, each of the Lenders (including the Increasing Lenders and the Increase Assuming Lenders) will hold their respective Pro Rata Shares of all Revolving Credit Advances outstanding on such Increase Date (such purchases and assumptions to be effected by each of the Increasing Lenders and the Increase Assuming Lenders making an amount equal to such respective Pro Rata Shares available for the accounts of their Applicable Lending Offices to the Administrative Agent at the applicable Administrative Agent's Accounts, in same day funds). The Borrower hereby agrees to each of the purchases and assumptions described in the immediately preceding sentence.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $10,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”"COMMITMENT INCREASE") to be effective as of a date that is at least 90 45 days prior to the Maturity scheduled Termination Date (without giving effect to the “Increase Date”proviso contained in the definition thereof) then in effect (the "INCREASE DATE") as specified in the related notice to the Administrative Agent; providedPROVIDED, howeverHOWEVER, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,200,000,000 and (ii) on no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, the applicable conditions set forth in Article III or shall be satisfiedoccur as a result thereof. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated Lenders, if any, identified by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”"COMMITMENT DATE"). Each Lender and other Eligible Assignee so identified by the Borrower that is willing to participate in such requested Commitment Increase shall, in its sole discretion, (each an "INCREASING LENDER") shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If such Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among such Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) If the Borrower shall have requested any of the Lenders to participate in any Commitment Increase, promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, or establishif the Borrower shall elect not to request that any of the Lenders participate in such Commitment Increase, then the Borrower may extend offers to one or more financial institutions reasonably acceptable to the Administrative Agent to participate in such Commitment Increase or any portion of the requested Commitment Increase that has not been committed to by the Lenders, if any, so invited to increase Commitments pursuant to Section 2.15(b) as applicableof the applicable Commitment Date; PROVIDED, HOWEVER, that the Commitment of each such institution shall be in an amount of not less than $10,000,000. (d) On each Increase Date, each institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(c) (each such institution and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.16(c), an "ASSUMING LENDER") shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.15(b)) as of such Increase Date; PROVIDED, HOWEVER, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Finance Committee of such Board approving the Commitment Increase and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, substantially in the form of Exhibit G hereto (each an "ASSUMPTION AGREEMENT"), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(d), the Administrative Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Commitments by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 30 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 150,000,000, (ii) in no event shall the Borrower submit more than four separate requests for a Commitment Increase hereunder, and (iiiii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders (and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the any potential Acceding Lender of which Administrative Agent has been made aware by Borrower) of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees any potential Acceding Lender wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee potential Acceding Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (each, a the “

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”"COMMITMENT INCREASE") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”"INCREASE DATE") as specified in the related notice to the Administrative Agent; providedPROVIDED, however, HOWEVER that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date (x) the applicable conditions set forth in Article III shall be satisfiedsatisfied and (y) the Public Debt Rating is BBB+ or better from S&P and Baa1 or better from ▇▇▇▇▇'▇. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”"COMMITMENT DATE"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "INCREASING LENDER") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; PROVIDED, HOWEVER, that the Commitment of each such Eligible Assignee shall be in an amount of not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(b) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an "ASSUMING LENDER") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; PROVIDED, HOWEVER, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an "ASSUMPTION AGREEMENT"), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Designated Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increaseeach, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Designated Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments hereunder and the aggregate amount of the commitments under the Four-Year Credit Agreement, or any agreement extending or replacing such Four-Year Credit Agreement, at any time exceed $250,000,000 5,500,000,000, and (ii) on no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, the applicable conditions set forth in Article III or shall be satisfiedoccur as a result thereof. (b) The Administrative Designated Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall(each, in its sole discretion, an “Increasing Lender”) shall give written notice to the Administrative Designated Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Designated Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Designated Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Designated Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee and each Eligible Assignee that accepts an offer to assume a Declining Lender’s Commitment in accordance with Section 2.20(c), an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, its however, that the Designated Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement (unless such increase and corresponding modifications shall have been authorized by resolutions previously delivered to the Designated Agent hereunder) and (B) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance satisfactory to the Designated Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Assuming Lender, the Borrower and the Designated Agent (each, an “Assumption Agreement”), duly executed by such Assuming Lender, the Designated Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a “writing satisfactory to the Borrower and the Designated Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.19(d), the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time after termination of the Delayed Draw Periodto time, by written notice to the Administrative Agent, (x) request an increase in that the aggregate amount of the Commitments be increased by having an existing Lender agree to increase its then existing Commitment (an “Increase Lender”) and/or by adding as a new Lender hereunder any Person (each such Person, an “Assuming Lender”) approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (in each case, such approval not less than $25,000,000 to be unreasonably withheld or delayed) that shall agree to provide a Commitment hereunder or (y) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Commitment Tranche”) to be provided by one or more Increase Lenders and/or Assuming Lenders (each such proposed increase, increase pursuant to the foregoing clauses (x) and (y) being a “Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Commitment Increase, the Increase Lender(s) and/or Assuming Lender(s) providing such Commitment Increase and the date on which such Commitment Increase is to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related ), which shall be a Business Days at least three Business Days after delivery of such notice and ten Business Days prior to the Administrative AgentCommitment Termination Date; provided, however, that that: (i) in no event the minimum amount of each Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000; (ii) the aggregate amount of all Commitment Increases hereunder, together with the Facility at any time aggregate amount of all Incremental Equivalent Debt incurred under Section 2.19(d), shall not exceed $250,000,000 405,000,000 (the “Available Incremental Amount”); (iii) immediately before and (ii) on the date of immediately after giving effect to any request by the Borrower for a such Commitment Increase and the use of proceeds thereof (if any), Parent shall be in compliance with the financial covenant set forth in Section 6.8 hereof on a Pro Forma Basis; (iv) both at the related Increase Datetime of any such request and upon the effectiveness of any Commitment Increase, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Commitment Increase; (v) the applicable conditions representations and warranties set forth in Article III and in the other Loan Documents shall be satisfiedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (vi) any Commitment Increase shall rank pari passu in right of payment and security with the existing Commitments; (vii) no Commitment Increase consisting of an Incremental Revolving Commitment Tranche will have (i) a final maturity earlier than the latest Maturity Date then in effect (as determined as of the applicable Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Commitments then in effect; and (viii) (i) any Commitment Increase (other than an Incremental Revolving Commitment Tranche) shall be on terms that are identical to the existing Commitments, or (ii) subject to clauses (vi) and (vii) above, any Commitment Increase consisting of an Incremental Revolving Commitment Tranche shall be on terms that are identical to the existing Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than (x) as set forth in this Section 2.19, (y) such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increase Lenders and/or the Assuming Lenders, as applicable, with respect to such Incremental Revolving Commitment Tranche and (z) any other terms (provided that any such terms shall also be for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Commitment Increase becomes effective). Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (iv) and (v) above. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Increase Lender and any election to do so shall be in the sole discretion of each Lender. (b) The Administrative Agent Each Commitment Increase (and the increase of the Commitment of each Increase Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall promptly notify become effective as of the Lenders and such other Eligible Assignees as are designated relevant Increase Date upon receipt by the Borrower and are reasonably acceptable Administrative Agent, on or prior to the Administrative Agent 12:00 noon, New York City time, on such Increase Date, of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment IncreaseIncrease under this Section 2.19 have been satisfied, (ii) an agreement (a “Commitment Increase Supplement”), in form and substance reasonably satisfactory to the proposed Borrower, each Increase Date Lender, each Assuming Lender and the Administrative Agent, pursuant to which, effective as of such Increase Date, as applicable, the Commitment of each such Increase Lender shall be increased or each such Assuming Lender shall undertake a Commitment, in each case duly executed by such Increase Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent and (iii) such certificates, legal opinions or other documents from the date Borrower reasonably requested by which Lenders the Administrative Agent in connection with such Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed Commitment Increase Supplement from each Increase Lender and/or Assuming Lender referred to in clause (ii) above, together with the certificates, legal opinions and other documents referred to in clauses (i) and (iii) above, the Administrative Agent shall record the information contained in each such other Eligible Assignees wishing to participate agreement in the Register and give prompt notice of the relevant Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their CommitmentsBorrower and the Lenders (including, as applicable (the “Commitment Date”if applicable, each Assuming Lender). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, At the election of the Administrative Agent in its sole discretion, give written notice any Loans outstanding on such Increase Date shall be reallocated among the Lenders (with Lenders making any required payments to each other) to the extent necessary to keep the outstanding Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Commitments under this Section 2.19. Upon each such Commitment Increase, the participation interests of the Lenders in the then outstanding Letters of Credit shall automatically be adjusted to reflect, and each Lender (including, if applicable, each Assuming Lender) shall have a participation in each such Letter of Credit equal to, the Lenders’ respective Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit after giving effect to such increase. (c) This Section shall supersede any provisions in Section 2.17 or Section 10.2 to the contrary. (d) The Borrower may utilize the Available Incremental Amount in respect of one or more series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in each case, if secured, that will be secured by Liens on the Collateral on a pari passu or junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations, and issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate amount not to exceed, together with the aggregate amount of all Commitment Increases, the Available Incremental Amount (“Incremental Equivalent Debt”); provided that such Incremental Equivalent Debt (i) does not mature earlier than Maturity Date (as determined as of the date of incurrence of such Incremental Equivalent Debt), (ii) has terms and conditions (other than pricing (including interest rates, rate floors or original issue discount) and fees and amortization, prepayment provisions and related premiums, and as otherwise explicitly set forth in this Agreement) no more restrictive (taken as a whole) than those under the credit facilities provided for herein (except for covenants or other provisions applicable only to periods after the Maturity Date (as determined as of the date of incurrence of such Incremental Equivalent Debt)), (iii) to the extent secured, shall not be secured by any Lien on any asset that does not also secure the existing Secured Obligations hereunder, or to the extent guaranteed, shall not be guaranteed by any Person other than the Loan Parties, (iv) to the extent secured, shall be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent and (v) after giving effect to any such Incremental Equivalent Debt and the use of proceeds thereof, the Borrower shall be in compliance with the financial covenant set forth in Section 6.8 on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (each, a “Pro Forma Basis.

Increase in the Aggregate Commitments. (a) The Borrower ------------------------------------- may, at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments by not less than $25,000,000 Commitment be increased (each such proposed increase, a “"Commitment Increase”") to be effective as of ------------------- a date that is at least 90 days prior to the Maturity scheduled Commitment Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative ------------- Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility -------- ------- Commitments at any time exceed $250,000,000 800,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 5.2 shall be satisfied.. ----------- (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Banks of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee Bank that is willing to participate --------------- in such requested Commitment Increase (each an "Increasing Bank") shall, in its --------------- sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Banks as of the applicable Commitment Date; provided, however, that -------- ------- the Commitment of each such Eligible Assignee shall be in an amount of not less than $5,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.5(c) (each such Eligible Assignee, an "Assuming Bank") shall become a ------------- Bank party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.5(b)) as of such Increase Date; provided, however, that -------- ------- the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit F hereto; --------- (ii) an assumption agreement from each Assuming Bank, if any, in form and substance satisfactory to the Borrower and the Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Agent -------------------- and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.5(d), the Agent shall notify the Banks (eachincluding, a “without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at not more than once in any time after termination of calendar year prior to the Delayed Draw PeriodCommitment Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Commitment Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 700,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated approved by the Agent as the Borrower and are reasonably acceptable to the Administrative Agent may identify of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) and other each Eligible Assignee that is willing to participate in such requested Commitment Increase (each such Eligible Assignee, an “Assuming Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to participate in such Commitment Increase; provided, however, that the Commitment of each such Assuming Lender shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. If the Lenders and Assuming Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders and Assuming Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Increasing Lenders and Assuming Lenders are willing to participate in the requested Commitment Increase. On each Increase Date, each Assuming Lender shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or establishby the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), confirming the opinion delivered pursuant to Section 3.01(e)(iv); (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(c), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, as applicableof the Increase Date, its fund their respective Ratable Shares of each Borrowing then outstanding, which funds the Agent shall distribute to the other Lenders to effect a funding of each such Borrowing by each of the Lenders (including the Increasing Lenders and the Assuming Lenders) ratably in accordance with their Ratable Shares after giving effect to the applicable Commitment (eachIncrease and, if the applicable Increase Date is not the last day of an Interest Period, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c) as if such distribution were a “prepayment.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $10,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 200,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”), (which date shall be determined by the Borrower, but in any event may be no earlier than 24 hours following the delivery by the Agent of the notice of the requested Commitment Increase to the Lenders). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (eachsuch amount, the “Notified Commitment”). If the aggregate of the Notified Commitments exceeds the amount of the requested Commitment Increase, each Increasing Lender shall be allocated a portion of the requested Commitment Increase which shall be calculated by dividing the Notified Commitment of such Lender by the aggregate of all Notified Commitments, and multiplying the result thereof by the amount of the requested Commitment Increase. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate of the Notified Commitments of the Lenders who are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) if requested by the Agent, an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of the opinion delivered pursuant to Section 3.01(g)(iv) hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Commitments Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 200,000,000 in the aggregate, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfiedsatisfied and such Commitment Increase shall not constitute or give rise to a default or event of default (whether with the giving of notice, passage of time or otherwise) under any agreement (including, without limitation, the Existing Credit Agreement) to which the Parent Guarantor or any of its Subsidiaries are bound or subject, and Borrower shall have delivered to Administrative Agent a certification of the foregoing signed by a Responsible Officer together with such supporting information demonstrating compliance with the foregoing as Administrative Agent may reasonably request, and (iii) with respect to any Term Loan Borrowing in connection with any Commitment Increase consisting of Eurodollar Rate Advances, such Borrowing must occur only on the first day of an Interest Period. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received at or before 12:00 Noon (Cleveland, Ohio time) on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; (iii) a new Note for each Increasing Lender or Acceding Lender so that the principal amount of such Lender’s Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Note to the respective Acceding Lender or Increasing Lenders (with respect to an Increasing Lender, in exchange for the Notes replaced thereby which shall be surrendered by such Increasing Lender). Such new Notes shall provide that they are replacements for the surrendered Notes, and that they do not constitute a novation, shall be dated as of the applicable Increase Date and shall otherwise be in substantially the form of the replaced Notes. Simultaneously with such increase, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the closing under this Agreement. Any surrendered Notes shall be cancelled and returned to the Borrower; and (iv) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower, at or before 1:00 P.M. (Cleveland, Ohio time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, each Increasing Lender or Acceding Lender, as applicable, its shall fund to Administrative Agent in immediately available funds their respective Commitment (eachIncrease as an Advance, a “and Administrative Agent shall make such Advance available to Borrower as an additional Term Loan.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period(but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request either (i) an increase in the aggregate amount of the Commitments Revolving Credit Commitments, or (ii) an increase in the aggregate amount of the Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Date October 10, 2017 (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments in respect of all Facilities at any time exceed $250,000,000 and 400,000,000 in the aggregate, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied, and (iii) with respect to any Term Loan Borrowing in connection with any Commitment Increase consisting of Eurodollar Rate Advances, such Borrowing must occur only on the first day of an Interest Period. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the Facility to which such Commitment Increase relates, (iii) the proposed Increase Date and (iiiiv) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment in respect of the applicable Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its applicable Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower, at or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances in respect of the Increasing Facility then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s pro rata share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances in respect of such Facility then outstanding and owed to all Lenders in respect of such Facility (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances in respect of such Facility then outstanding and owed to each Lender in respect of such Facility that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender in respect of such Facility shall equal such Lender’s pro rata share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances in respect of such Facility then outstanding and owed to all Lenders in respect of such Facility. The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section 2.17 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), then the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses reasonably incurred.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw PeriodTermination Date, whether or not the Commitments have been reduced pursuant to Section 4.5, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 5.2 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Banks of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee Bank that is willing willing, in its sole discretion, to participate in such requested Commitment Increase shall, in its sole discretion, (each an "Increasing Bank") shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase or establishits Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as applicable, its Commitment (each, a “are agreed between the Borrower and the Administrative Agent.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodRevolver Termination Date, by written notice to the Administrative Paying Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Revolver Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Paying Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,300,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III no Default shall have occurred and be satisfiedcontinuing. (b) The Administrative Paying Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Paying Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Paying Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Paying Agent. (c) Promptly following each Commitment Date, the Paying Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) Unless the Borrower notifies the Paying Agent prior to the applicable Increase Date that the request for a Commitment Increase has been terminated, on such Increase Date, each Assuming Lender that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(b) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, its however, that the Paying Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (eachB) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto; (ii) an Assumption Agreement, duly executed by such Eligible Assignee, the Paying Agent and the Borrower; (iii) a “consent from each Guarantor; and

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 20,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 700,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Date no Default shall have occurred and be satisfiedcontinuing. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board evidencing any necessary corporate action with respect to the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw Periodlatest Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $10,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 800,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Lender Parties of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees Lender Parties wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee Party that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lender Parties notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lender Parties willing to participate therein in such proportion as the Agent and the Borrower may agree. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lender Parties are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lender Parties are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lender Parties as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of not less than $5,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee and each Eligible Assignee that shall become a party hereto in accordance with Section 2.22, an “Assuming Lender”) shall become a Lender Party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender Party for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender Party pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Agent shall notify the Lender Parties (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower Guarantor may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw Periodfinal Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Revolving Credit Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity latest scheduled Termination Date then in effect and not less than three Business Days after the date of such notice (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Revolving Credit Commitments at any time exceed $250,000,000 3,000,000,000 and (ii) on the date of any request by the Borrower Guarantor for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower Guarantor for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Guarantor and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Guarantor as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Guarantor may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assignee, and each Eligible Assignee that becomes a Lender in accordance with Section 2.21, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, its however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of each Loan Party or the Executive Committee of such Board approving the Commitment Increase and (eachB) an opinion of counsel for the Loan Parties (which may be in-house counsel), a “in form and substance reasonably acceptable to the Agent and the Lenders;

Increase in the Aggregate Commitments. (ap) The Borrower Borrowers may, at any time after termination of the Delayed Draw Period, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Commitments, which may be in the form of increased Revolving Credit Commitments or one or more Incremental Term Loan Facilities, in each case, by not less than $25,000,000 the Increase Minimum in the aggregate (each such proposed increaseincrease or Incremental Term Loan Facility, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility at any time all Commitment Increases made pursuant to this Section 2.18 exceed $250,000,000 and 1,800,000,000 (including the Equivalent thereof in Dollars with respect to any Commitments denominated in currencies other than Dollars), (ii) on the date of any request by the Borrower Borrowers for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Sections 3.01(a)(i) and 3.02 shall be satisfiedsatisfied and (iii) the Borrowers’ notice to the Administrative Agent shall indicate the proposed allocation of each such Commitment Increase among the affected Revolving Credit Commitments or among each affected or established Incremental Term Loan Facility (each, an “Apportioned Commitment Increase”). (ba) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Borrowers of each request by the Borrower Borrowers for a Commitment Increase, which notice shall include (i) the proposed amount amounts of the Commitment Increase and each Apportioned Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or Commitments to the applicable Incremental Term Loan Facility or to establish their CommitmentsRevolving Credit Commitments or their Commitments to such Incremental Term Loan Facility, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, each applicable Revolving Credit Commitment of such Lender or such Lender’s Commitments to the subject Incremental Term Loan Facility. If the Lenders and such Eligible Assignees notify the Administrative Agent that they are willing to increase (or establish, as applicable) the amount of their respective Revolving Credit Commitments or increase (or establish, as applicable) their respective Commitments to the applicable Incremental Term Loan Facility, by an aggregate amount that exceeds the amount of the requested Apportioned Commitment Increase relating to such Revolving Credit Commitments, the requested Apportioned Commitment Increase shall be allocated to each Lender and Eligible Assignee willing to participate therein in such a manner as is agreed to by the Borrowers and the Administrative Agent. For avoidance of doubt, each ▇▇▇▇▇▇’s sole right to approve or consent to any Commitment Increase shall be its right to determine whether ​ ​ to participate, or not to participate, in any Commitment Increase in its sole discretion as provided in this Section 2.18(b). (b) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders and Eligible Assignees are willing to participate in the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of the Commitment Increase Minimum or an integral multiple in excess thereof of $1,000,000 (or the Equivalent thereof in a Committed Foreign Currency), or, if less than the Commitment Increase Minimum, the amount of the requested Commitment Increase that has not been committed to by the Lenders or such Eligible Assignees as of the applicable Commitment Date. (c) On each Increase Date, (x) each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (an “Acceding Lender”) shall become a Lender party to this Agreement as of such Increase Date and such Acceding Lender’s Revolving Credit Commitment or Commitment to any applicable Incremental Term Loan Facility shall be governed by the terms and provisions of this Agreement and (y) the applicable Revolving Credit Commitment or Commitment to such Incremental Term Loan Facility of each Increasing Lender for such requested Commitment Increase shall be so increased by (or established in) such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance satisfactory to the Operating Partnership and the Administrative Agent (each, a “Lender Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the applicable Borrower; and (ii) confirmation from each Increasing Lender (acknowledged by the Operating Partnership on behalf of the Loan Parties) of the increase in the amount of its applicable Revolving Credit Commitment (and the allocation thereof among the applicable Revolving Credit Commitments that are increasing) or the establishment of its Commitment to the applicable Incremental Term Loan Facility (and the allocation thereof among the applicable Commitments to such Incremental Term Loan Facility) in a writing satisfactory to the Operating Partnership and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Administrative Agent shall provide reasonable prior notice to the Lenders (including, without limitation, each Acceding Lender) and the Borrowers, by email of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (d) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender under the Tranche subject to the Apportioned Commitment Increase immediately prior to the effectiveness of such Apportioned Commitment Increase shall be less than such Lender’s Applicable Pro Rata Share (calculated immediately following the effectiveness of such Apportioned Commitment Increase) of all Advances then outstanding that are owed to all Lenders under such Tranche (each such Lender, including any Acceding Lender, an “Increase Purchasing Lender”), then such Increase Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender under the applicable Tranche that is not an Increase Purchasing Lender (an “Increase Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender under the applicable Tranche shall equal such Lender’s Applicable Pro Rata Share (calculated immediately following the effectiveness of such Apportioned Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders under such Tranche. ​ ​ The Administrative Agent shall calculate the net amount to be paid by each Increase Purchasing Lender and received by each Increase Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Increase Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than the applicable Increase Funding Deadline on the Increase Date or the Business Day immediately prior to the Increase Date, as applicable. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Increase Selling Lenders entitled to receive such payments at its Applicable Lending Office. (e) If in connection with the transactions described in this Section 2.18 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), then the Borrowers shall, upon demand by such ▇▇▇▇▇▇ (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses reasonably incurred. (f) Each Commitment Increase with respect to an Incremental Term Loan Facility may be made hereunder pursuant to an amendment or restatement of this Agreement and, as appropriate, the other Loan Documents, executed by the applicable Borrower, each Lender participating in such Incremental Term Loan Facility and the Administrative Agent (each, an “Incremental Term Loan Amendment”). Each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to give effect to such Incremental Term Loan Facility. The terms and provisions of any Incremental Term Loan Facility shall be as follows: (i) the final maturity date of any such Incremental Term Loan Facility shall be determined by the applicable Borrower and the Increasing Lenders participating in such Incremental Term Loan Facility but shall in no event be earlier than the Termination Date, as the same may be extended pursuant to Section 2.16; (ii) the Obligations of the Loan Parties in respect of the Incremental Term Loan Facility shall not be guaranteed by any Person that is not a Guarantor under this Agreement; and (iii) the terms and provisions of the Incremental Term Loan Facility shall be otherwise satisfactory to the applicable Borrower, the Administrative Agent and the Increasing Lenders participating in such Incremental Term Loan Facility.

Increase in the Aggregate Commitments. (a) The Borrower Borrowers may, at any time after termination of the Delayed Draw Period, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Revolving Credit Commitments by not less than $25,000,000 the Increase Minimum in the aggregate (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility at Commitments increased pursuant to this Section 2.18 exceed ¥93,285,000,000 on any time exceed $250,000,000 Increase Dates and (ii) on the date of any request by the Borrower Borrowers for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Sections 3.01(a)(i) and 3.02 shall be satisfied. (ba) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Borrowers of each request by the Borrower Borrowers for a Commitment Increase, which notice shall include (i) the proposed amount amounts of the Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Revolving Credit Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, the Revolving Credit Commitment of such Lender (each, an “Increased Commitment Amount”). If the Lenders and such Eligible Assignees notify the Administrative Agent that they are willing to increase (or establish, as applicable) the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the Digital Realty – Yen Credit Agreement 55 amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender and Eligible Assignee willing to participate therein in such a manner as is agreed to by the Borrowers and the Administrative Agent. For avoidance of doubt, each Lender’s sole right to approve or consent to any Commitment Increase shall be its right to determine whether to participate, or not to participate, in any Commitment Increase in its sole discretion as provided in this Section 2.18(b). (b) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders and Eligible Assignees are willing to participate in the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of the Commitment Increase Minimum or an integral multiple in excess thereof of ¥100,000,000, or, if less than the Commitment Increase Minimum, the amount of the requested Commitment Increase that has not been committed to by the Lenders or such Eligible Assignees as of the applicable Commitment Date. (c) On each Increase Date, (x) each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (an “Acceding Lender”) shall become a Lender party to this Agreement as of such Increase Date and such Acceding Lender’s Revolving Credit Commitment shall be governed by the terms and provisions of this Agreement and (y) the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance satisfactory to the Operating Partnership and the Administrative Agent (each, a “Lender Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrowers; and (ii) confirmation from each Increasing Lender (acknowledged by the Operating Partnership on behalf of the Loan Parties) of the increase in the amount of its Revolving Credit Commitment in a writing satisfactory to the Operating Partnership and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrowers, on or before the Increase Agent Notice Deadline, by e‑mail or facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (d) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of such Commitment Increase shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of such Commitment Increase) of all Advances then outstanding that are owed to all Lenders (each such Lender, including any Acceding Lender, an “Increase Purchasing Lender”), then such Increase Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not an Increase Purchasing Lender (an “Increase Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Pro Rata Share (calculated immediately following the effectiveness of such Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders. The Administrative Agent shall calculate the net amount to be paid by each Increase Purchasing Lender and received by each Increase Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Increase Purchasing Lender shall make the amount Digital Realty – Yen Credit Agreement of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than the applicable Increase Funding Deadline on the Increase Date or the Business Day immediately prior to the Increase Date, as applicable. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Increase Selling Lenders entitled to receive such payments at its Applicable Lending Office. (e) If in connection with the transactions described in this Section 2.18 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), then the Borrowers shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses reasonably incurred.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodFacility Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Facility Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III IV shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable which shall be not earlier than 15 days after the date of such notice (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore financial institutions to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, as applicablehowever, its that the Commitment of each such financial institution shall be in an amount of $10,000,000 or more. (d) On each Increase Date, each financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance acceptable to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time but in any event not more than (x) three times in the first year after termination of the Delayed Draw PeriodEffective Date and (y) once in any following 12 month period prior to the Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 or an integral multiple thereof, or such lesser amount as the Agent may agree, or in the case of an increase within the first six months after the Effective Date, by an amount of $5,000,000 or an integral multiple of $500,000 in excess thereof (each such proposed increase, a “Commitment Increase”) ), to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date (x) the applicable conditions set forth in Article III Public Debt Rating of the Borrower shall be satisfiedequal to BB+ or better by S&P and Ba1 or better by M▇▇▇▇’▇ and (y) no Default shall have occurred and be continuing. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. Notwithstanding the foregoing, for each Commitment Increase occurring after the Effective Date pursuant to clause (x) of Section 2.19(a), the Borrower may identify those Persons to which such Commitment Increase will be available and (x) notwithstanding anything to the contrary in the definition of Eligible Assignee, the Agent shall have no right to approve whether such Persons become Assuming Lenders in accordance with clause (c) below and (y) notwithstanding anything to the contrary in this clause (b), the Lenders shall not be able to participate in any such Commitment Increase available to Persons proposed by the Borrower. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees as Assuming Lenders to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $500,000 in excess thereof. (d) On each Increase Date, each Assuming Lender shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an Assumption Agreement from each Assuming Lender, if any, duly executed by such Assuming Lender, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (e) On the Increase Date, if any Advances are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders such that, after giving effect thereto, the Advances (including, without limitation, the Types, currencies and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the Pro Rata Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period(but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request an increase in the aggregate amount of the Revolving Credit Commitments by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to within 24 months after the Maturity Closing Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 200,000,000, and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower, at or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances then outstanding and owed to all Lenders (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders. The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section 2.17 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), then the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses reasonably incurred.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period, may by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 30 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lower amount as applicablethe Borrower and the Agent otherwise agree). (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel); (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m. (Pittsburgh, Pennsylvania time) of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess (if any) of (i) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase)). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Revolving Credit Advances owing to each Lender after giving effect to such distribution equals such ▇▇▇▇▇▇’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase). In addition, on each Increase Date, each Lender that is increasing its Commitment and each Assuming Lender that is joining this Agreement shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Lenders party to this Agreement immediately prior to the Increase Date, an undivided interest and participation in any Letter of Credit and Swing Line Advance then outstanding, ratably, such that each Lender (including each Lender increasing its Commitment and each Assuming Lender that is joining this Agreement) holds a “participation interest in each such Letter of Credit and Swing Line Advance in the amount of its then Ratable Share thereof.

Increase in the Aggregate Commitments. At any time prior to the Termination Date (a) The Borrower but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the Company may, at any time after termination if it so elects, increase the aggregate amount of the Delayed Draw PeriodRevolving Credit Commitments (each, a “Commitment Increase”), either by written notice designating a Person not theretofore a Lender and acceptable to the Administrative Agent, request each Issuing Bank and each Swing Line Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender (provided that such new Lender accepts a Revolving Credit Commitment of not less than US$5,000,000) or by agreeing with an existing Lender that such ▇▇▇▇▇▇’s Revolving Credit Commitment shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Borrowers and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Swing Line Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment as therein set forth or such Assuming Lender shall become a Lender with a Revolving Credit Commitment as therein set forth and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$25,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Commitments shall at no time exceed US$4,500,000,000 and (iv) the Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company evidencing the ability of the Company to effect the Commitment Increase and (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.15, within five Business Days in the case of the Base Rate Advances or ▇▇▇▇▇ ▇▇▇▇ Advances outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Term Benchmark Rate Borrowing then outstanding (but in any event within 45 days), the respective Revolving Credit Advances shall be reallocated among the Revolving Credit Lenders so that, after giving effect to such reallocation, the Revolving Credit Advances comprising each Revolving Credit Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Unused Revolving Credit Commitments on such day. Each Revolving Credit Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not less than $25,000,000 (each such proposed increase, a “Commitment Increase”) apply to any additional amounts required to be effective as funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a date that is at least 90 days 50 reallocation of Revolving Credit Advances pursuant to this Section 2.15 other than on the last day of an Interest Period. At any time prior to the Maturity Termination Date (but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the “Increase Date”) as specified in the related notice to the Administrative Agent; providedCompany may, howeverif it so elects, that (i) in no event shall increase the aggregate amount of the Facility at any time exceed $250,000,000 Australian Commitments, either by designating a consenting Lender not theretofore an Australian Lender and acceptable to the Administrative Agent (iisuch acceptance not to be unreasonably withheld) on the date to become an Australian Lender (an “Assuming Australian Lender”) (provided that such new Australian Lender accepts an Australian Commitment of any request not less than US$2,500,000) or by agreeing with an existing Australian Lender that such ▇▇▇▇▇▇’s Australian Commitment shall be increased (an “Increasing Australian Lender”). Upon execution and delivery by the Borrower for a Company and each Increasing Australian Lender or Assuming Australian Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such Lender shall have an Australian Commitment Increase and on as therein set forth; provided that (i) the related Increase DateCompany shall provide prompt notice of such increase to the Administrative Agent, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent which shall promptly notify the Lenders other Australian Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$5,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Australian Commitments shall at no time exceed US$215,000,000 and (iv) the Administrative Agent shall have received on or before such other Eligible Assignees date (A) certified copies of resolutions of the Board of Directors of the Company and each Australian Borrower evidencing the ability of the Company and each Australian Borrower to effect increase in the Australian Commitments and (B) an opinion of counsel for the Company and each Australian Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Australian Lenders holding a majority in interest of each request by the Borrower for a Commitment Increase, which notice shall include (i) Australian Commitments. Upon any increase in the proposed aggregate amount of the Commitment IncreaseAustralian Commitments pursuant to this Section 2.15, at the end of the then current Interest Period with respect to Australian Advances comprising each Term Benchmark Rate Borrowing then outstanding (iibut in any event within 45 days), the respective Australian Advances shall be reallocated among the Australian Lenders so that, after giving effect to such reallocation, the Australian Advances comprising each Australian Borrowing and continuing into the subsequent Interest Period are funded by the Australian Lenders ratably according to their respective Unused Australian Commitments on such day. Prior to any reallocation and except as otherwise expressly provided herein, any payments made to the Australian Lenders shall be made pro rata with respect to their respective Australian Commitments in effect prior to such reallocation. Each Australian Lender (x) agrees that the proposed Increase Date conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (iiiy) the date waives any amounts otherwise payable by which Lenders and such other Eligible Assignees wishing to participate any Borrower under Section 2.18 in the Commitment Increase must commit event of a reallocation of Australian Advances pursuant to this Section 2.15 other than on the last day of an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (each, a “Interest Period.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time but in any event not more than (x) three times in the first year after termination of the Delayed Draw PeriodEffective Date and (y) once in any following 12 month period prior to the Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 or an integral multiple thereof, or such lesser amount as the Agent may agree, or in the case of an increase within the first six months after the Effective Date, by an amount of $5,000,000 or an integral multiple of $500,000 in excess thereof (each such proposed increase, a “Commitment Increase”) ), to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Section 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to respond to a request for Commitment Increase by the Commitment Date shall be deemed to have declined such request. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. Notwithstanding the foregoing, for each Commitment Increase occurring after the Effective Date pursuant to clause (x) of Section 2.19(a), the Borrower may identify those Persons to which such Commitment Increase will be available and (x) notwithstanding anything to the contrary in the definition of Eligible Assignee, the Agent shall have no right to approve whether such Persons become Assuming Lenders in accordance with clause (c) below and (y) notwithstanding anything to the contrary in this clause (b), the Lenders shall not be able to participate in any such Commitment Increase available to Persons proposed by the Borrower. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees as Assuming Lenders to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $500,000 in excess thereof. (d) On each Increase Date, each Assuming Lender shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an Assumption Agreement from each Assuming Lender, if any, duly executed by such Assuming Lender, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (e) On the Increase Date, if any Advances are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders such that, after giving effect thereto, the Advances (including, without limitation, the Types, currencies and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the Pro Rata Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Designated Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increaseeach, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Designated Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments hereunder and the aggregate amount of the commitments under the 2012 Credit Agreement, or any agreement extending or replacing such 2012 Credit Agreement, at any time exceed $250,000,000 5,500,000,000, and (ii) on no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, the applicable conditions set forth in Article III or shall be satisfiedoccur as a result thereof. (b) The Administrative Designated Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall(each, in its sole discretion, an “Increasing Lender”) shall give written notice to the Administrative Designated Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Designated Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein 37 in such amounts as are agreed between the Borrower and the Designated Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Designated Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee and each Eligible Assignee that accepts an offer to assume a Declining Lender’s Commitment in accordance with Section 2.20(c), an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, its however, that the Designated Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement (unless such increase and corresponding modifications shall have been authorized by resolutions previously delivered to the Designated Agent hereunder) and (B) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance satisfactory to the Designated Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Assuming Lender, the Borrower and the Designated Agent (each, an “Assumption Agreement”), duly executed by such Assuming Lender, the Designated Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a “writing satisfactory to the Borrower and the Designated Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.19(d), the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on 38 such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw Periodlatest Termination Date, by written notice to the Administrative Paying Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity latest scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Paying Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 3,000,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Date no Default shall have occurred and be satisfiedcontinuing. (b) The Administrative Paying Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Paying Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Paying Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Paying Agent. No Lender shall have any obligation to participate in such a requested Commitment Increase, and the election of any Lender to Participate in such a requested Commitment Increase shall not obligate any other Lender to so participate. (c) Promptly following each Commitment Date, the Paying Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Paying Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto; (ii) an Assumption Agreement from each Assuming Lender, if any, duly executed by such Eligible Assignee, the Paying Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Paying Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Paying Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination but in any event not more than once in any calendar year during the term of the Delayed Draw Periodthis Agreement, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than a minimum amount of $25,000,000 or an integral multiple of $10,000,000 in excess thereof (each such proposed increase, a “"Commitment Increase”) "), in each case to be effective as of a date that is at least 90 30 days prior to the Maturity Date but not more than 120 days after such request (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) no Default or Event of Default has occurred and is continuing, (ii) in no event shall the aggregate amount of the Facility Aggregate Commitment at any time exceed $250,000,000 650,000,000 and (iiiii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III IV shall be satisfiedsatisfied and the Borrower shall be fully in compliance with its obligations under the Loan Documents. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date which shall be no later than 15 days after the receipt by the Administrative Agent of notice from the Borrower pursuant to Section 2.23(a) by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments(such date, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its applicable Commitment. If prior to the Commitment Date the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent but in the case of any Increasing Lender not in an amount in excess of the amount agreed to by such Increasing Lender. (c) Promptly following the Commitment Date, the Administrative Agent shall notify the Borrower as to the amounts, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount equal to or greater than $5,000,000 (such Eligible Assignee that takes a Commitment on an Increase Date in accordance with this Section 2.23(c) being an "Assuming Lender"). (d) On each Increase Date, (x) each Assuming Lender that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.23(c) shall become a Lender party to this Agreement as of such Increase Date, and (y) the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by the amount agreed to by such Lender (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.23(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of the resolutions of the Managing Person of the Borrower and all other documents evidencing all corporate action (in form and substance satisfactory to the Administrative Agent) approving the Commitment Increase and the corresponding modifications to this Agreement; (ii) an assumption agreement substantially in the form of Exhibit C-2 (an "Assumption Agreement") from each Assuming Lender, if any, duly executed by such Assuming Lender, the Administrative Agent, the Issuing Bank and the Borrower; (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent; (iv) such other documents, instruments, and agreements as the Administrative Agent may require, including such amending or supplementing documents duly executed by the Borrower as the Administrative Agent may specify as being desirable to ensure the continued existence of a first priority Lien in favor of the Administrative Agent and Lenders over the Collateral under all applicable laws, including the laws of any relevant jurisdiction; (v) any Notes duly executed by the Borrower (if requested by any Lender); and (vi) such opinions, confirming the opinions given at the Effective Date hereof pursuant to Section 4.01(g)(x), as applicablethe Administrative Agent may specify. On each Increase Date, its upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.23(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, at or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender (eachif any) on such date. In the event that there are Advances outstanding on any Increase Date, a “promptly after receipt of such notice from the Administrative Agent, each Increasing Lender and each Assuming Lender shall advance funds such that the aggregate outstanding principal amount of the Advances shall be held by the Lenders pro-rata in accordance with their respective Commitments and the Borrower shall pay any amounts under Section 2.16 resulting from the repayment of Advances to Lenders that are not Assuming Lenders or Increasing Lenders.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Periodbut in any event not more than one time a year, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled final Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. The Borrower may simultaneously (x) request one or more of the Lenders to increase the amount of its Commitment and/or (y) arrange for one or more banks or financial institutions not a party hereto to become parties to and Lenders under this Agreement, pursuant to the terms and conditions set forth below. (b) The Administrative Agent shall promptly notify such of the Lenders and such other one or more Eligible Assignees as are designated identified by the Borrower and are reasonably acceptable to receive the Administrative Agent invitation to participate in the requested Commitment Increase of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which such Lenders and such other or Eligible Assignees (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.05(b), an “Assuming Lender”) wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their respective Commitments, as applicable the case may be (the “Commitment Date”); provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. The requested Commitment Increase shall be allocated among the Lenders willing to participate therein and the Assuming Lenders in such amounts as are agreed between the Borrower and the Administrative Agent. (c) On each Increase Date, each Assuming Lender shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or establishby the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, as applicablehowever, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the executive committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) if reasonably requested by the Administrative Agent, an opinion of counsel for the Borrower (which may be in-house counsel); (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in Section 2.17(a) and in the immediately preceding sentence of this Section 2.17(c), the Administrative Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, purchase at par such of the A Advances of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such A Advances in accordance with its pro rata share.

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time after termination of the Delayed Draw Periodto time, by written notice to the Administrative Agent, (x) request an increase in that the aggregate amount of the Commitments be increased by having an existing Lender agree in its sole discretion to increase its then existing Commitment (an “Increase Lender”) and/or by adding as a new Lender hereunder any Person (each such Person, an “Assuming Lender”) approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (in each case, such approval not less than $25,000,000 to be unreasonably withheld or delayed) that shall agree to provide a Commitment hereunder or (y) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Commitment Tranche”) to be provided by one or more Increase Lenders and/or Assuming Lenders (each such proposed increase, increase pursuant to the foregoing clauses (x) and (y) being a “Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Commitment Increase, the Increase Lender(s) and/or Assuming Lender(s) providing such Commitment Increase and the date on which such Commitment Increase is to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related ), which shall be a Business Days at least three Business Days after delivery of such notice and ten Business Days prior to the Administrative AgentCommitment Termination Date; provided, however, that that: (i) in no event the minimum amount of each Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000; (ii) the aggregate amount of all Commitment Increases hereunder, together with the Facility aggregate amount of all Incremental Equivalent Debt incurred under Section 2.19(d), shall not exceed, at any the time exceed $250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Dateincurrence thereof, the applicable conditions set forth in Article III shall be satisfied. sum of (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitmentsavailable under clauses (x) through (z) below, as applicable (the “Commitment DateAvailable Incremental Amount”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (each, a “):

Increase in the Aggregate Commitments. (a) The Borrower Company may, at any time after termination of prior to the Delayed Draw Periodfinal Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Revolving Credit Commitments be increased by not less than an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increase, a “Revolving Credit Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity final Termination Date (the “Revolving Credit Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Revolving Credit Commitments at any time exceed $250,000,000 and 1,500,000,000, (ii) on the date of any request by the Borrower Company for a Revolving Credit Commitment Increase and on the related Revolving Credit Increase Date, no Default shall have occurred and be continuing, (iii) the applicable conditions set forth in Article III Section 3.03 shall be satisfiedhave been satisfied and (iv) any Lender may elect or decline, in its sole discretion, to provide a Revolving Credit Commitment Increase. (b) [Reserved]. (c) The Administrative Agent shall promptly notify such Lender(s) and/or Eligible Assignee(s) as the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable Company may specify to the Administrative Agent of each a request by the Borrower Company for a Revolving Credit Commitment Increase, which notice shall include (i) the proposed amount of the such requested Revolving Credit Commitment Increase, (ii) the proposed Revolving Credit Increase Date and (iii) the date by which Lenders and such other Eligible Assignees Persons wishing to participate in the Revolving Credit Commitment Increase must commit to participate in an increase in the amount of their respective the Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender The requested Revolving Credit Commitment Increase shall be allocated among the Lender(s) and/or Eligible Assignee(s) willing to participate therein in such amounts as are agreed between the Company and other the Agent. (d) Promptly following each Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the Lenders and Eligible Assignees are willing, in their sole discretion, to participate in the requested Revolving Credit Commitment Increase; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. (e) On each Revolving Credit Increase Date, each Eligible Assignee that is willing accepts an offer to participate in a requested Revolving Credit Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee and each Eligible Assignee that shall become a Lender in accordance with Section 2.20, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Revolving Credit Increase Date and the applicable Revolving Credit Commitment of each Lender that has agreed to participate in a requested Revolving Credit Commitment Increase (each such Lender, an “Increasing Lender”) for such requested Revolving Credit Commitment Increase shallshall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(c)) as of such Revolving Credit Increase Date; provided, however, that the Agent shall have received on or before such Revolving Credit Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of each Borrower or the Executive Committee of such Board approving the Revolving Credit Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrowers (which may be in-house counsel), in its sole discretionsubstantially the form of Exhibit G hereto; (ii) an assumption agreement from each Assuming Lender, give written notice if any, in form and substance satisfactory to the Administrative Company and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Company; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment, in a writing satisfactory to the Company and the Agent. On each Revolving Credit Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(e), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Company, on or prior to the Commitment Date before 1:00 P.M. (New York City time), via facsimile or by email, of the amount by which it is willing occurrence of the Revolving Credit Commitment Increase to increase or establish, as applicable, its Commitment (each, a “be effected on such Revolving Credit Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower Borrowers may, at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Agent, request that either the US Revolving Credit Facility or the Canadian Revolving Credit Facility be increased by an increase in the aggregate amount of the Commitments by not less than $25,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility at any time all such Commitment Increases exceed $250,000,000 100,000,000 less the amount of obligations under Secured Agreements in excess of $100,000,000 or shall the aggregate amount of such Commitment Increases under the Canadian Revolving Credit Facility exceed $20,000,000 and (ii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, the applicable conditions set forth representations and warranties of each Borrower and each Significant Loan Party contained in Article III each Loan Document to which it is a party are correct on and as of such date, as though made on and as of such date, and no event shall have occurred and be satisfiedis continuing that constitutes a Default. (b) The Administrative Agent shall promptly notify such Lenders as the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower Company may identify for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) whether such requested Commitment Increase relates to the US Revolving Credit Facility and/or the Canadian Revolving Credit Facility, (iii) the proposed Increase Date and (iiiiv) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Commitments, as under the applicable Revolving Credit Facility (the “Commitment Date”). Each applicable Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment under the Revolving Credit Facility. If the applicable Lenders notify the Agent that they are willing to so increase their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among such Lenders willing to participate therein in such amounts as are agreed between the Company and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Company may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.21(b) (an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Revolving Credit Commitment under the Revolving Credit Facility of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.21(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the applicable Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the applicable Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Company and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Company; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment under the Revolving Credit Facility in a writing satisfactory to the Company and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.21(d), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrowers, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings under the applicable Revolving Credit Facility then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments under the applicable Revolving Credit Facility outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings under the applicable Revolving Credit Facility then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments under the applicable Revolving Credit Facility outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings under the applicable Revolving Credit Facility then outstanding (calculated based on its Revolving Credit Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments under the applicable Revolving Credit Facility (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other applicable Lenders for the account of their respective Applicable Lending Offices in an amount to each other applicable Lender such that the aggregate amount of the outstanding Advances owing to each applicable Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings under the applicable Revolving Credit Facility then outstanding (calculated based on its Revolving Credit Commitment as a “percentage of the aggregate Revolving Credit Commitments under the applicable Revolving Credit Facility outstanding after giving effect to the relevant Commitment Increase). (e) In connection with any Commitment Increase, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrowers and the Agent) to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments hereunder and the aggregate amount of the Commitments under the Four-Year Credit Agreement at any time exceed $250,000,000 5,000,000,000, and (ii) on no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, the applicable conditions set forth in Article III or shall be satisfiedoccur as a result thereof. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, in its sole discretion, (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.20(c), an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Assuming Lender, the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. (eache) On each Increase Date, a “upon fulfillment of the conditions set forth in Section 2.19(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower ------------------------------------- may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 100,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 5,000,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on at all times thereafter to and including the related Increase Date, the applicable conditions set forth in Article III Public Debt Rating shall be satisfiedat least A- by S&P and at least A3 by ▇▇▇▇▇'▇ and (iii) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of such request or as of the applicable Increase Date, or shall occur as a result thereof. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, in its sole discretion, (each an "Increasing Lender") shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.20(c), an "Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower Borrowers may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodMaturity Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 4,000,000,000 and (ii) on the date of any request by the Borrower Borrowers for a Commitment Increase and on the related Increase Date, (x) the applicable conditions set forth representations and warranties in Article III shall be satisfiedtrue and correct and (y) no Default shall have occurred and be continuing. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower Borrowers for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrowers and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrowers may extend offers to one or establishmore Persons (other than Parent or any of its Affiliates, as applicablea Defaulting Lender or a natural person) approved by the Administrative Agent, its Commitment the Borrowers and each Issuing Bank (such approvals not to be unreasonably withheld) (each, an “Eligible Assignee”) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with Section 2.20(c), an “Assuming Lender”) shall become a Lender party to this Credit Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of each Credit Party approving the Commitment Increase (which may be resolutions previously provided and certified to be still in effect) and the corresponding modifications to this Credit Agreement and (B) an opinion of counsel for the Credit Parties (which may be in-house counsel), in form and substance satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrowers and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrowers; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrowers and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrowers, on or before 1:00 p.m. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. At any time prior to the Termination Date (a) The Borrower but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the Company may, at any time after termination if it so elects, increase the aggregate amount of the Delayed Draw PeriodRevolving Credit Commitments (each, a “Commitment Increase”), either by written notice designating a Person not theretofore a Lender and acceptable to the Administrative Agent, request each Issuing Bank and each Swing Line Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender (provided that such new Lender accepts a Revolving Credit Commitment of not less than US$5,000,000) or by agreeing with an existing Lender that such Lender’s Revolving Credit Commitment shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Borrowers and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Swing Line Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment as therein set forth or such Assuming Lender shall become a Lender with a Revolving Credit Commitment as therein set forth and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$25,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Commitments shall at no time exceed US$3,300,000,000 and (iv) the Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company evidencing the ability of the Company to effect the Commitment Increase and (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.15, within five Business Days in the case of the Base Rate Advances outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Eurocurrency Rate Borrowing then outstanding (but in any event within 45 days), the respective Revolving Credit Advances shall be reallocated among the Revolving Credit Lenders so that, after giving effect to such reallocation, the Revolving Credit Advances comprising each Revolving Credit Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Unused Revolving Credit Commitments on such day. Each Revolving Credit Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not less than $25,000,000 (each such proposed increase, a “Commitment Increase”) apply to any additional amounts required to be effective as funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a date that is at least 90 days reallocation of Revolving Credit Advances pursuant to this Section 2.15 other than on the last day of an Interest Period. At any time prior to the Maturity Termination Date (but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the “Increase Date”) as specified in the related notice to the Administrative Agent; providedCompany may, howeverif it so elects, that (i) in no event shall increase the aggregate amount of the Facility at any time exceed $250,000,000 Australian Commitments, either by designating a consenting Lender not theretofore an Australian Lender and acceptable to the Administrative Agent (iisuch acceptance not to be unreasonably withheld) on the date to become an Australian Lender (an “Assuming Australian Lender”) (provided that such new Australian Lender accepts an Australian Commitment of any request not less than US$2,500,000) or by agreeing with an existing Australian Lender that such Lender’s Australian Commitment shall be increased (an “Increasing Australian Lender”). Upon execution and delivery by the Borrower for a Company and each Increasing Australian Lender or Assuming Australian Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such Lender shall have an Australian Commitment Increase and on as therein set forth; provided that (i) the related Increase DateCompany shall provide prompt notice of such increase to the Administrative Agent, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent which shall promptly notify the Lenders other Australian Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$5,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Australian Commitments shall at no time exceed US$215,000,000 and (iv) the Administrative Agent shall have received on or before such other Eligible Assignees date (A) certified copies of resolutions of the Board of Directors of the Company and each Australian Borrower evidencing the ability of the Company and each Australian Borrower to effect increase in the Australian Commitments and (B) an opinion of counsel for the Company and each Australian Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Australian Lenders holding a majority in interest of each request by the Borrower for a Commitment Increase, which notice shall include (i) Australian Commitments. Upon any increase in the proposed aggregate amount of the Commitment IncreaseAustralian Commitments pursuant to this Section 2.15, at the end of the then current Interest Period with respect to Australian Advances comprising each Eurocurrency Rate Borrowing then outstanding (iibut in any event within 45 days), the respective Australian Advances shall be reallocated among the Australian Lenders so that, after giving effect to such reallocation, the Australian Advances comprising each Australian Borrowing and continuing into the subsequent Interest Period are funded by the Australian Lenders ratably according to their respective Unused Australian Commitments on such day. Prior to any reallocation and except as otherwise expressly provided herein, any payments made to the Australian Lenders shall be made pro rata with respect to their respective Australian Commitments in effect prior to such reallocation. Each Australian Lender (x) agrees that the proposed Increase Date conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (iiiy) the date waives any amounts otherwise payable by which Lenders and such other Eligible Assignees wishing to participate any Borrower under Section 2.18 in the Commitment Increase must commit event of a reallocation of Australian Advances pursuant to this Section 2.15 other than on the last day of an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment (each, a “Interest Period.

Increase in the Aggregate Commitments. (a) The Borrower Borrowers may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $10,000,000 in excess thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 and 200,000,000, (ii) on the date of any request by the Borrower Borrowers for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Public Debt Rating from ▇▇▇▇▇'▇ and S&P shall be satisfiedbetter than or equal to Baa3 and BBB-, respectively, and (iii) on the date of any request by the Borrowers for a Commitment Increase and on the related Increase Date, no Default shall have occurred and be continuing. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower Borrowers for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrowers and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrowers as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrowers may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $1,000,000 or an integral multiple thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an "Assuming Lender") shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of each Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrowers (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrowers and the Agent (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Agent and the Borrowers; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrowers and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrowers, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Designated Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increaseeach, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Designated Agent; provided, however, that (i) in no event shall the sum of the aggregate amount of the Facility Commitments hereunder and the aggregate amount of the commitments under the 2016 Credit Agreement, or any agreement extending or replacing such 2016 Credit Agreement, at any time exceed $250,000,000 and 7,250,000,000, (ii) on no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, or would occur as a result thereof and (iii) the applicable conditions set forth representations and warranties contained in Article III Section 5.02 shall be satisfiedtrue and correct in all material respects on and as of such Increase Date, before and after giving effect to such increase. (b) The Administrative Designated Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall(each, in its sole discretion, an “Increasing Lender”) shall give written notice to the Administrative Designated Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Designated Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Designated Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Designated Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Designated Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement (unless such increase and corresponding modifications shall have been authorized by resolutions previously delivered to the Designated Agent hereunder) and (B) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance satisfactory to the Designated Agent; (ii) an Assumption Agreement, duly executed by such Assuming Lender, the Designated Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Designated Agent. (eache) On each Increase Date, a “upon fulfillment of the conditions set forth in Section 2.19(d), the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request the addition of one or more term loan facilities (each, a "TERM LOAN FACILITY" and, collectively, "TERM LOAN FACILITIES") pursuant to an increase in the aggregate amount of the Commitments by not less than (each, a "COMMITMENT INCREASE") equal to at least 39 $25,000,000 (each such proposed increase, a “Commitment Increase”or an integral multiple of $5,000,000 in excess thereof) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”"INCREASE DATE") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of all of the Facility at any time Commitment Increases exceed $250,000,000 and 200,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, (x) no Event of Default on a pro forma basis shall have occurred and be continuing, and (y) the applicable conditions set forth in Article III clause (d) of this Section 2.17 shall be satisfied, (iii) the final maturity of advances and commitments under any Term Loan Facility shall be no shorter than one year after the final maturity of the Revolving Credit Facility, and (iv) each such Term Loan Facility shall contain other terms as may be agreed upon by the Borrower and the Administrative Agent. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date Date, and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”)"COMMITMENT DATE") which date shall be no later than 10 Business Days following the date of such notice. Each Lender and other Eligible Assignee that is willing to participate in such the requested Commitment Increase (each, an "INCREASING LENDER") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein ratably in accordance with their respective Commitments hereunder. (c) Promptly following the Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in the requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On the Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an "ASSUMING LENDER") shall become a Lender party to this Agreement as applicableof the Increase Date and the Commitment of each Increasing Lender for such Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of the Increase Date; provided, its however, that the Administrative Agent shall have received on or before the Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in a form reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each, an "ASSUMPTION AGREEMENT"), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a “writing satisfactory to the Borrower and the Administrative Agent. On the Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on the Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (e) It is agreed and understood that to the extent that Lenders have not committed to the requested Commitment Increase as of the Commitment Date, the Borrower may extend the offer to one or more Eligible Assignees to participate in any portion of the Commitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw PeriodEffective Date and prior to the Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Revolving Credit Commitments be increased (with, at the Borrower’s option and subject to the agreement of an Issuing Bank (not to be unreasonably withheld or delayed), a proportionate increase in the Letter of Credit Facility) by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $10,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Revolving Credit Commitments at any time exceed $250,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Section 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify the one or more Lenders and such other Eligible Assignees (as are designated requested by the Borrower and are reasonably acceptable to the Administrative Agent Borrower) of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the applicable Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each applicable Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the applicable Lenders notify the Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the applicable Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the applicable Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the applicable Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the applicable Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $20,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.19(c), an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors or committee thereof of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (e) On the Increase Date, if any Revolving Credit Advances are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 8.04(c)) prepay Revolving Credit Advances of all or certain of the Lenders such that, after giving effect thereto, the Revolving Credit Advances (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Revolving Credit Commitments. On and after each Increase Date, the Ratable Share of each Lender’s participation in Letters of Credit and in Revolving Credit Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower Borrowers may, at any time after termination of the Delayed Draw Period, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Commitments by not less than $25,000,000 the Increase Minimum in the aggregate (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the applicable scheduled Maturity Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments in respect of both Term Loans increased pursuant to this Section 2.15 plus the aggregate amount of Increased Revolving Credit Facility at any time Commitments exceed $250,000,000 and 1,250,000,000 since the Closing Date (including the Equivalent thereof in Dollars with respect to any Commitments or Increased Revolving Credit Commitments denominated in currencies other than Dollars), (ii) on the date of any request by the Borrower Borrowers for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Sections 3.01(a)(i) and 3.02 shall be satisfiedsatisfied and (iii) the Borrowers’ notice to the Administrative Agent shall indicate the affected Tranche or Tranches and the proposed allocation of each such Commitment Increase among the affected Commitments (each, an “Apportioned Commitment Increase”). (ba) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent Borrowers of each request by the Borrower Borrowers for a Commitment Increase, which notice shall include (i) the proposed amount amounts of the Commitment Increase and each Apportioned Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, each applicable Commitment of such Lender (each, an “Increased Commitment Amount”). If the Lenders and such Eligible Assignees notify the Administrative Agent that they are willing to increase (or establish, as applicable) the amount of their respective applicable Commitments by an aggregate amount that exceeds the amount of the requested Apportioned Commitment Increase relating to such Commitments, the requested Apportioned Commitment Increase shall be allocated to each Lender and Eligible Assignee willing to participate therein in such manner as is agreed to by the Borrowers and the Administrative Agent. For avoidance of doubt, each Lender’s sole right to approve or consent to any Commitment Increase shall be its right to determine whether to participate, or not to participate, in any Commitment Increase in its sole discretion as provided in this Section 2.15(b). (b) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders and Eligible Assignees are willing to participate in the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of the Commitment Increase Minimum or an integral multiple in excess thereof of $1,000,000 (or the Equivalent thereof in a Committed Foreign Currency), or, if less than the Commitment Increase Minimum, the amount of the requested Commitment Increase that has not been committed to by the Lenders or such Eligible Assignees as of the applicable Commitment Date. (c) On each Increase Date, (x) each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(b) (an “Acceding Lender”) shall become a Lender party to this Agreement as of such Increase Date and such Acceding Lender’s Commitment shall be governed by the terms and provisions of this Agreement and (y) the applicable Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.15(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance satisfactory to the Operating Partnership and the Administrative Agent (each, a “Lender Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the applicable Borrower; and (ii) confirmation from each Increasing Lender (acknowledged by the Operating Partnership on behalf of the Loan Parties) of the increase in the amount of its applicable Commitment (and the allocation thereof among the applicable Commitments that are increasing) in a writing satisfactory to the Operating Partnership and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrowers, on or before the Increase Agent Notice Deadline, by e-mail or facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (d) If in connection with the transactions described in this Section 2.15 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), then the Borrowers shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses reasonably incurred.

Increase in the Aggregate Commitments. (a) The Borrower Company may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 750,000,000 and (ii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Section 3.03 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower Company for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Company and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Company may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Company or the Executive Committee of such Board approving the Commitment Increase and (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Company and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Company; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Company and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (eachincluding, without limitation, each Assuming Lender) and the Company, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a “percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least not later than 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 2,000,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Section 3.03 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent, provided that no Lender shall be subject to a Commitment Increase in excess of the amount by which it is willing to increase its Commitment as indicated in its notice to the Administrative Agent. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any increase in its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $15,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.17(b), an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by the amount in the notice delivered to the Administrative Agent pursuant to Section 2.19(b) (or by the amount allocated to such Lender pursuant to the second to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of the general resolutions of the Board of Directors of the Borrower which authorize the borrowings under the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent addressing the matters set forth in Exhibit F; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 p.m. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Administrative Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, a “the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Applicable Percentage after giving effect to the relevant Commitment Increase). The respective LC Exposures of the Lenders shall be redetermined as of the effective date of such increase in proportion to their respective Commitments after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of until ninety (90) days prior to the Delayed Draw PeriodMaturity Date, by written notice to the Administrative Agent, request an increase in the aggregate amount of the Commitments by not less than $25,000,000 10,000,000 nor more than $100,000,000 in the aggregate (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 200,000,000, (ii) in no event shall the Borrower submit more than two (2) separate requests for a Commitment Increase hereunder and (iiiii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the applicable Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following such Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in such requested Commitment Increase on such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of such Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in the requested Commitment Increase in accordance with Section 2.16(c) (an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.16(b)) as of such Increase Date; provided, however that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. Upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.16(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (e) Subject to the foregoing, as conditions precedent to the effectiveness of any increase in the aggregate Commitments and the obligations of the Lenders to make any Incremental Loans pursuant to this Section 2.16, the Borrower shall: (i) pay to the Administrative Agent such fees as required by the Fee Letter; (ii) pay to each Increasing Lender or Assuming Lender, as applicable, such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances; (iii) deliver to the Administrative Agent a certificate of the chief financial officer of the Parent Guarantor certifying (A) as to its compliance with the financial covenants set forth in Section 5.04 before and after giving effect to such Commitment Increase, the making of the Incremental Loans and the application of the proceeds therefrom, (eachB) that no Default or Event of Default then exists or would be caused thereby and (C) that the representations and warranties contained in each Loan Document are true and correct in all respects, before and after giving effect to such Commitment Increase, the making of the Incremental Loans and the application of the proceeds therefrom, as if restated as of such date; (iv) execute and deliver to the Administrative Agent (A) a “new Note payable to the order of each Increasing Lender that has requested a Note prior to the proposed Increase Date, dated the proposed Increase Date, in the amount of such Increasing Lender’s Commitment after giving effect to such Commitment Increase and (B) a new Note payable to the order of each Assuming Lender that has requested a Note prior to the proposed Increase Date, dated the proposed Increase Date, in the amount of such Assuming Lender’s Commitment; and (v) deliver to the Administrative Agent a Notice of Borrowing or telephonic notice of the borrowing of the Incremental Loan (i) before 12:00 Noon (New York City time) in the case of Eurodollar Rate Loans, on the date three (3) Business Days prior to the proposed Increase Date and (ii) before 1:00 P.M. (New York City time) in the case of Base Rate Loans, on the date one (1) Business Day prior to the proposed Increase Date. Any such telephonic notice shall include all information to be specified in a written Notice of Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Borrowing sent to the Administrative Agent by telecopy on the same day of the giving of such telephonic notice. The Administrative Agent will transmit by telecopy the Notice of Borrowing (or the information contained in such Notice of Borrowing) or the information contained in a telephonic notice of borrowing (if such telephonic notice is received prior to a Notice of Borrowing) to each Increasing Lender and Assuming Lender promptly upon receipt by the Administrative Agent. The Notice of Borrowing or telephonic notice of the borrowing hereunder shall be irrevocable once given and binding on the Borrower.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Period(but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request either (i) an increase in the aggregate amount of the Revolving Credit Commitments, (ii) an increase in the aggregate amount of the Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, or (iii) an increase in the aggregate amount of the Revolving Credit Commitments and an increase in the aggregate amount of the Term Loan Commitments, in each case by not less than $25,000,000 5,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments in respect of all Facilities at any time exceed $250,000,000 900,000,000 in the aggregate and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the Facility to which such Commitment Increase relates, (iii) the proposed Increase Date and (iiiiv) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establish, as applicable, its Commitment in respect of the applicable Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated to each Lender willing to participate therein in (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (an “Acceding Lender”) shall become a Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on such Increase Date the following, each dated such date: (i) an accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each, an “Accession Agreement”), duly executed by such Acceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its applicable Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Acceding Lender) and the Borrower of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances in respect of the Increasing Facility then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such ▇▇▇▇▇▇’s pro rata share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances in respect of such Facility then outstanding and owed to all Lenders in respect of such Facility (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances in respect of such Facility then outstanding and owed to each Lender in respect of such Facility that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender in respect of such Facility shall equal such ▇▇▇▇▇▇’s pro rata share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances in respect of such Facility then outstanding and owed to all Lenders in respect of such Facility. The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative

Increase in the Aggregate Commitments. (a) The Borrower Guarantor may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw Periodfinal Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Revolving Credit Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity latest scheduled Termination Date then in effect and not less than three Business Days after the date of such notice (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Revolving Credit Commitments at any time exceed $250,000,000 3,000,000,000 and (ii) on the date of any request by the Borrower Guarantor for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower Guarantor for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Guarantor and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Guarantor as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Guarantor may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assignee, and each Eligible Assignee that becomes a Lender in accordance with Section 2.21, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of each Loan Party approving the Commitment Increase and (B) an opinion of counsel for the Loan Parties (which may be in-house counsel), in form and substance reasonably acceptable to the Agent and the Lenders; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Guarantor and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Guarantor; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Guarantor and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify the Lenders (eachincluding, without limitation, each Assuming Lender) and the Loan Parties, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a “percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments (without giving effect to the relevant Commitment Increase)). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Advances owing to each Lender after giving effect to such distribution equals such ▇▇▇▇▇▇’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,100,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent may identify of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable thereto (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall(each an "Increasing Lender") and each other Eligible Assignee that agrees to participate in such requested Commitment Increase (each such Eligible Assignee, in its sole discretion, an "Assuming Lender") shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to participate in such Commitment Increase. If the Lenders and Assuming Lenders notify the Agent that they are willing to participate in the requested Commitment Increase by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders and such Assuming Lenders in such amounts as are agreed between the Borrower and the Agent; provided, however, that the Commitment of each such Assuming Lender shall be in an amount of $5,000,000 or more. (c) On each Increase Date, each Assuming Lender shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in the form of Exhibit D hereto (each an "Assumption Agreement"), duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase or establish, as applicable, in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(c), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. If any Base Rate Advances are outstanding on the date of any Increase Date, the Agent shall give appropriate notice to the Increasing Lenders and the Assuming Lenders to fund their respective pro rata shares of such outstanding Advances, and shall reallocate such Advances among the Lenders so that, after giving effect to such reallocation, each Lender shall participate in each outstanding Base Rate Borrowing ratably according to their respective Commitments. If any Eurodollar Rate Advances are outstanding on the date of any Increase Date, the Agent shall, on the last day of the applicable Interest Periods, give appropriate notice to the Increasing Lenders and the Assuming Lenders to fund their respective pro rata shares of such outstanding Advances, and shall reallocate such Advances among the Lenders so that, after giving effect to such reallocation, each Lender shall participate in such outstanding Eurodollar Rate Borrowing ratably according to their respective Commitments

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Designated Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increaseeach, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Designated Agent; provided, however, that (i) in no event shall the aggregate amount of the Facility Commitments hereunder and the aggregate amount of the commitments under the Five-Year Credit Agreement, or any agreement extending or replacing such Five-Year Credit Agreement, at any time exceed $250,000,000 5,500,000,000, and (ii) on no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, the applicable conditions set forth in Article III or shall be satisfiedoccur as a result thereof. (b) The Administrative Designated Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall(each, in its sole discretion, an “Increasing Lender”) shall give written notice to the Administrative Designated Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Designated Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Designated Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Designated Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee and each Eligible Assignee that accepts an offer to assume a Declining Lender’s Commitment in accordance with Section 2.20(c), an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, its however, that the Designated Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement (unless such increase and corresponding modifications shall have been authorized by resolutions previously delivered to the Designated Agent hereunder) and (B) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance satisfactory to the Designated Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Assuming Lender, the Borrower and the Designated Agent (each, an “Assumption Agreement”), duly executed by such Assuming Lender, the Designated Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a “writing satisfactory to the Borrower and the Designated Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.19(d), the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodMaturity Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date (the “Increase DateDate ”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 2,250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, (x) the applicable conditions set forth representations and warranties in Article III shall be satisfiedtrue and correct and (y) no Default shall have occurred and be continuing. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Persons (other than the Borrower or any of its Affiliates) approved by the Administrative Agent, as applicable, its Commitment the Borrower and each Issuing Bank (such approval not to be unreasonably withheld) (each, an “Eligible Assignee”) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with Section 2.20(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (e) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 2.15) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower Company may, at any time after termination of prior to the Delayed Draw Periodfinal Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Revolving Credit Commitments be increased by not less than an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increase, a “Revolving Credit Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity final Termination Date (the “Revolving Credit Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Revolving Credit Commitments at any time exceed $250,000,000 and 1,500,000,000, (ii) on the date of any request by the Borrower Company for a Revolving Credit Commitment Increase and on the related Revolving Credit Increase Date, no Default shall have occurred and be continuing, (iii) the applicable conditions set forth in Article III Section 3.03 shall be satisfiedhave been satisfied and (iv) any Lender may elect or decline, in its sole discretion, to provide a Revolving Credit Commitment Increase. (b) [Reserved]. (c) The Administrative Agent shall promptly notify such Lender(s) and/or Eligible Assignee(s) as the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable Company may specify to the Administrative Agent of each a request by the Borrower Company for a Revolving Credit Commitment Increase, which notice shall include (i) the proposed amount of the such requested Revolving Credit Commitment Increase, (ii) the proposed Revolving Credit Increase Date and (iii) the date by which Lenders and such other Eligible Assignees Persons wishing to participate in the Revolving Credit Commitment Increase must commit to participate in an increase in the amount of their respective the Revolving Credit Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender The requested Revolving Credit Commitment Increase shall be allocated among the Lender(s) and/or Eligible Assignee(s) willing to participate therein in such amounts as are agreed between the Company and other the Agent. (d) Promptly following each Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the Lenders and Eligible Assignees are willing, in their sole discretion, to participate in the requested Revolving Credit Commitment Increase; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. (e) On each Revolving Credit Increase Date, each Eligible Assignee that is willing accepts an offer to participate in a requested Revolving Credit Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee and each Eligible Assignee that shall become a Lender in accordance with Section 2.20, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Revolving Credit Increase Date and the applicable Revolving Credit Commitment of each Lender that has agreed to participate in a requested Revolving Credit Commitment Increase (each such Lender, an “Increasing Lender”) for such requested Revolving Credit Commitment Increase shallshall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(c)) as of such Revolving Credit Increase Date; provided, however, that the Agent shall have received on or before such Revolving Credit Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of each Borrower or the Executive Committee of such Board approving the Revolving Credit Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrowers (which may be in-house counsel), in its sole discretionsubstantially the form of Exhibit F hereto; (ii) an assumption agreement from each Assuming Lender, give written notice if any, in form and substance satisfactory to the Administrative Company and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Company; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment, in a writing satisfactory to the Company and the Agent. On each Revolving Credit Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(e), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Company, on or prior to the Commitment Date before 1:00 P.M. (New York City time), via facsimile or by email, of the amount by which it is willing occurrence of the Revolving Credit Commitment Increase to increase or establish, as applicable, its Commitment (each, a “be effected on such Revolving Credit Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time but in any event not more than (x) three times in the first year after termination of the Delayed Draw PeriodEffective Date and (y) once in any following 12 month period prior to the Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 or an integral multiple thereof, or such lesser amount as the Agent may agree, or in the case of an increase within the first six months after the Effective Date, by an amount of $5,000,000 or an integral multiple of $500,000 in excess thereof (each such proposed increase, a “Commitment Increase”) ), to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III Section 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase or establishits Commitment. Any Lender that fails to respond to a request for Commitment Increase by the Commitment Date shall be deemed to have declined such request. If the Lenders notify the Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as applicableare agreed between the Borrower and the Agent. Notwithstanding the foregoing, its for each Commitment Increase occurring after the Effective Date pursuant to clause (each, a “x) of

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “"Commitment Increase”") to be effective as of a date that is at least 90 30 days prior to the Maturity scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 1,600,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfiedno Default has occurred and is continuing. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “"Commitment Date”"). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. The Borrower may contemporaneously extend offers to one or establishmore Eligible Assignees (each such Eligible Assignee, an "Assuming Lender") to participate in any portion of the requested Commitment Increase; provided, however, that the Commitment of each such Assuming Lender shall be in an amount of $10,000,000 or an integral multiple thereof. The requested Commitment Increase shall be allocated first, among the Lenders willing to participate therein in such amounts as applicableare agreed between the Borrower and the Agent and second, any remaining amount of the requested Commitment Increase shall be allocated among the Assuming Lenders in such amounts as are agreed between the Borrower and the Agent. (c) On each Increase Date, each Assuming Lender to which any of the requested Commitment Increase is allocated pursuant to Section 2.19(b) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing certain officers of the Borrower to act generally on behalf of the Borrower and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D-1 hereto; (ii) an agreement in form and substance satisfactory to the Borrower and the Agent (an "Assumption Agreement") from each Assuming Lender, if any, duly executed by such Eligible Assignee, the Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Agent. n each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(c), the Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodTermination Date, by written notice to the Administrative Paying Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof (each such proposed increaseeach, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Paying Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 150,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. (b) The Administrative Paying Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable which date shall not be more than 20 days following the date on which the notice of requested Commitment Increase is received by the Lenders from the Paying Agent (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Paying Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to give such written notice to the Paying Agent on or establishprior to the Commitment Date shall be deemed to have declined the invitation to increase its Commitment. If the Increasing Lenders notify the Paying Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Increasing Lenders in such amounts as applicableare agreed between the Borrower and the Paying Agent (but in no event shall an Increasing Lender be allocated more than the amount by which such Increasing Lender agreed to increase its Commitment as set forth in the written notice given by it to the Paying Agent). (c) Promptly following each Commitment Date, the Paying Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Increasing Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees approved by each of the Issuing Banks (which approval will not be unreasonably withheld or delayed) to participate in any portion of the requested Commitment Increase that has not been committed to by the Increasing Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more (or, if less, the amount by which the requested Commitment Increase exceeds the aggregate amount of the increase in the Commitments from all Lenders that are so willing to participate in the requested Commitment Increase). (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.19(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Paying Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions (or excepts thereof) of the Board of Directors of the managing general partner of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit G hereto; and (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Paying Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Paying Agent and the Borrower. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Paying Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 3:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Paying Agent at the Paying Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Paying Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Paying Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Revolving Credit Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of the Delayed Draw Periodtime, by written notice to the Administrative Designated Agent, request an increase in that the aggregate amount of the Commitments be increased by not less than an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each such proposed increaseeach, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Designated Agent; provided, however, that (i) in no event shall the sum of the aggregate amount of the Facility Commitments hereunder and the aggregate amount of the commitments under the 2018 Credit Agreement, or any agreement extending or replacing the 2018 Credit Agreement, at any time exceed $250,000,000 and 8,000,000,000, (ii) on no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, or shall occur as a result thereof and (iii) the applicable conditions set forth representations and warranties contained in Article III Section 4.02 shall be satisfiedtrue and correct in all material respects on and as of such Increase Date, before and after giving effect to such increase. (b) The Administrative Designated Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase shall(each, in its sole discretion, an “Increasing Lender”) shall give written notice to the Administrative Designated Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Designated Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Designated Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Designated Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Designated Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee (or other appropriate committee) of such Board approving the Commitment Increase and the corresponding modifications to this Agreement (unless such increase and corresponding modifications shall have been authorized by resolutions previously delivered to the Designated Agent hereunder) and (B) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance satisfactory to the Designated Agent; (ii) an Assumption Agreement, duly executed by such Assuming Lender, the Designated Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Designated Agent. (eache) On each Increase Date, a “upon fulfillment of the conditions set forth in Section 2.19(d), the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), in writing, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than once in any calendar year prior to the Delayed Draw PeriodFacility Termination Date, by written notice to the Administrative Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity scheduled Facility Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Article III IV shall be satisfied. (b) The Administrative Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore financial institutions to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such financial institution shall be in an amount of $10,000,000 or more. (d) On each Increase Date, each financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each, an “Assuming Lender”) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance acceptable to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Lending Installation to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Advances then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Advances then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Advances then outstanding (calculated based on its Commitment (eachwithout giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase)). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Lending Installation in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Advances then outstanding (calculated based on its Commitment as a “percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time after termination of but in any event not more than twice in any calendar year prior to the Delayed Draw Periodlatest Termination Date, by written notice to the Administrative Paying Agent, request an increase in that the aggregate amount of the Commitments Commitment be increased by not less than an amount of $25,000,000 10,000,000 or an integral multiple thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Maturity latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Paying Agent; provided, however, however that (i) in no event shall the aggregate amount of the Facility Commitments at any time exceed $250,000,000 3,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III Date no Default shall have occurred and be satisfiedcontinuing. (b) The Administrative Paying Agent shall promptly notify the Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of each a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of the such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Lender and other Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Paying Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Paying Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Paying Agent. No Lender shall have any obligation to participate in such a requested Commitment Increase, and the election of any Lender to Participate in such a requested Commitment Increase shall not obligate any other Lender to so participate. (c) Promptly following each Commitment Date, the Paying Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or establishmore Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(b) shall become a Lender party to this Agreement as applicableof such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Paying Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit C hereto; (ii) an Assumption Agreement from each Assuming Lender, if any, duly executed by such Eligible Assignee, the Paying Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Paying Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.19(d), the Paying Agent shall notify the Lenders (eachincluding, a “without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.