Common use of Increase of Commitments Clause in Contracts

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may shall not exceed $500,000,0002,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $5,000,000 15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be required obligated in any way whatsoever to increase its Commitment Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No Effecting the increase of the Commitments may be effected under this Section if is subject to the following conditions precedent: (x) a no Default or Event of Default shall be in existence on the effective date of such increase or increase, (y) any representation or warranty the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) shall be true or correct in all material respects on the effective date of such increase (except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date)) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and such Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such ▇▇▇▇▇▇’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentsrequest.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,0001,000,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof50,000,000. No Lender shall be required to increase its Commitment and any Commitment. Any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee, and, if such new Lender is an Affiliate of a Lender or an Approved Fund, also must be approved by the Agent and the Swingline Lender (not to be unreasonably withheld or delayed). If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier datedate and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) the Agent, any Lender becoming a party hereto (or increasing its Commitment) and the Borrower shall execute such documents and agreements (in the case of the Borrower, including resolutions) as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lenderrequest, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount Commitments shall become effective without the consent of Commitmentsany other Lender.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may shall not exceed $500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $5,000,000 15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be required obligated in any way whatsoever to increase its Commitment Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No Effecting the increase of the Commitments may be effected under this Section if is subject to the following conditions precedent: (x) a no Default or Event of Default shall be in existence on the effective date of such increase or increase, (y) any representation or warranty the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) shall be true or correct in all material respects on the effective date of such increase (except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date)) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentsrequest.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may shall not exceed $500,000,000650,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $5,000,000 15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be required obligated in any way whatsoever to increase its Commitment Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No Effecting the increase of the Commitments may be effected under this Section if is subject to the following conditions precedent: (x) a no Default or Event of Default shall be in existence on the effective date of such increase or increase, (y) any representation or warranty the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) shall be true or correct in all material respects on the effective date of such increase (except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date)) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentsrequest.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 20,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or the increase in its Commitment Percentage, in the case of an existing Lender) (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all any material respects respect on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000400,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier datedate and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With Subject to the prior consent approval of the AgentAgent (which shall not be unreasonably withheld or delayed), the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that there shall be no more than three such increases in the Commitments and after giving effect to any increases such increase in the Commitments pursuant to this Section, the aggregate amount of the Commitments may shall not exceed $500,000,0001,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 35,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If In the event a new Lender becomes or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section Sections 2.2.(e) or 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement Closing Date through and including the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $500,000,000100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples of $5,000,000 in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 2.14 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (xi) a no Default or Event of Default shall be in existence on exist and (ii) the effective date of such increase or (y) any representation or warranty representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) Documents, shall be true or and correct in all material respects on and as of the effective date of such increase (extension with the same force and effect as if made on and as of such date except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 five Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Lender’s request therefor.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Revolving Loan Commitments (provided that after giving effect to any increases in the Revolving Loan Commitments pursuant to this Section, the aggregate amount of the Revolving Loan Commitments may not exceed $500,000,0001,000,000,000) and/or increases in the aggregate amount of the Term Loan B Commitments (provided that after giving effect to any increases in the Term Loan B Commitments pursuant to this Section, the aggregate amount of the Term Loan B Commitments may not exceed $400,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments a Commitment must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Revolving Loan Lender becomes a party to this Agreement, or if any existing Revolving Loan Lender agrees to increase its Revolving Loan Commitment, such Revolving Loan Lender shall on the date it becomes a Revolving Loan Lender hereunder (or increases its Revolving Loan Commitment, in the case of an existing Revolving Loan Lender) (and as a condition thereto) purchase from the other Revolving Loan Lenders its Revolving Loan Commitment Percentage (as determined after giving effect to the increase of Revolving Loan Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Revolving Loan Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Loan Lender plus (B) the aggregate amount of payments previously made by the other Revolving Loan Lenders under Section 2.3.(j2.3.(e) and Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.of

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000400,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(e) and Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section 2.15., the Agent may (without the consent of any Lender) amend this Agreement to the extent (but only to the extent) necessary to reflect the increase of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement Closing Date through and including the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $500,000,000300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples of $5,000,000 in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 2.14 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (xi) a no Default or Event of Default shall be in existence on exist and (ii) the effective date of such increase or (y) any representation or warranty representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) Documents, shall be true or and correct in all material respects on and as of the effective date of such increase (extension with the same force and effect as if made on and as of such date except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such 52 Lender’s Commitment within 2 five Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Lender’s request therefor.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000125,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 5,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. If a new Lender becomes a party to this Agreement in order to provide such additional Commitment, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitments, in the case of an existing Lender) make Term Loans to the Borrower in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitments, in the case of an existing Lender), by making available for the account of its applicable Lending Office to the Agent at the Principal Office, in immediately available funds, in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitments, in the case of an existing Lender). Subject to the satisfaction of the conditions set forth in this Section 2.11., the Agent will make the proceeds of such borrowing available to the Borrower at the account specified by Borrower. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section 2.15., the Agent may (without the consent of any Lender) amend this Agreement to the extent (but only to the extent) necessary to reflect the increase of Commitments.

Increase of Commitments. With The Borrower may, by written notice to the prior consent Administrative Agent on up to four (4) occasions during the period from the Agreement Execution Date to January 17, 2016, request incremental Commitments in an amount not to exceed the aggregate amount of $100,000,000.00 from one or more additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the AgentBorrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such additional Commitments, the Borrower shall have the right at any time and Aggregate Commitment may be increased from time to time from during by the term addition of this Agreement to request up to 4 increases in a new Lender(s) or the aggregate amount increase of the Commitments (provided that after giving effect to any increases in Commitment of an existing Lender(s) with the Commitments pursuant to this Sectionconsent of only the Borrower, the aggregate amount of Administrative Agent, and the Commitments may new or existing Lender(s) providing such additional Commitment so long as the Aggregate Commitment does not exceed $500,000,000. Nothing in this Section 2.1(c) shall constitute or be deemed to constitute an agreement by providing written notice any Lender to the Agent, which notice shall be irrevocable once givenincrease its Commitment hereunder. Each Any such increase in the Commitments must Aggregate Commitment shall be conditioned upon the contemporaneous addition of Potential Properties as Subject Properties in accordance with Section 2A.2 to effect compliance with all financial covenants set forth in Section 6.18 immediately following the increase of the Aggregate Commitment and upon satisfaction of the requirements for additional Borrowings pursuant to Section 2.9. Such increases shall be evidenced by the execution and delivery of an aggregate minimum Amendment Regarding Increase in the form of Exhibit K attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment (the “Increase Notice”), a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. The amount of the requested increase shall be set forth in the Increase Notice. Notwithstanding the foregoing, (i) no increase in the Aggregate Commitment may occur after January 17, 2016, and (ii) each such increase shall not be less than $25,000,000 25,000,000. On the effective date of each such increase in the Aggregate Commitment, the Borrower and integral multiples the Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their Percentage of $5,000,000 in excess all ratable Borrowings outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a combination thereof. No Lender shall be The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Borrowings to achieve such result. Borrower agrees to pay all fees associated with the increase its in the Aggregate Commitment and including any new Lender becoming a party to this Agreement amounts due under Section 3.4 in connection with any such requested increase must be an Eligible Assigneereallocation of Fixed Rate Borrowings. 5. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion Section 2.2 of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) Existing Loan Agreement is hereby deleted in its entirety and replaced with the aggregate amount of payments previously made by the other Lenders under following new Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.2.2:

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this AgreementAgreement in order to provide such additional Commitment, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) make Term Loans (and as a condition theretoany such Term Loan, an “Incremental Term Loan”) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the Borrower in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitment, in the case of Commitments) of any outstanding Revolving Loansan existing Lender), by making available to the Agent for the account of such other Lenders its applicable Lending Office to the Agent at the Principal Office, in same day immediately available funds, in an aggregate principal amount equal to such new Lender’s Commitment (or the sum of (A) the portion amount of the outstanding principal amount increase in its Commitment, in the case of an existing Lender). Subject to the satisfaction of the conditions set forth in this Section 2.16. and Section 6.2., the Agent will make the proceeds of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay borrowing available to the Lenders amounts payable, if any, Borrower at the account specified by Borrower. No Lender shall be required to such Lenders under Section 5.4. as increase its Commitment and any new Lender becoming a result of the prepayment of party to this Agreement in connection with any such Revolving Loansrequested increase must be an Eligible Assignee. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase (and no Default or Event of Default would arise after giving pro forma effect to such increase) or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents). In addition, in connection with and as a condition to any increase of the Term Loans, the Borrower shall obtain an additional Interest Rate Hedge with respect to such increased Commitment as is necessary to comply with Section 8.16. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of simultaneous with the effectiveness of the applicable increase in the aggregate amount of Commitments.. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement Closing Date through and including the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $500,000,000300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples of $5,000,000 in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.24. No Lender shall be required to increase its Commitment and Commitment. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 2.14 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (xi) a no Default or Event of Default shall be in existence on exist and (ii) the effective date of such increase or (y) any representation or warranty representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) Documents, shall be true or and correct in all material respects on and as of the effective date of such increase (extension with the same force and effect as if made on and as of such date except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 five Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Lender’s request therefore.

Increase of Commitments. With (a) The Borrowers may request an increase in the prior consent amount of the AgentAggregate Commitment by offering to the Lenders or to other prospective Eligible Lenders acceptable to the Administrative Agent ("PROSPECTIVE LENDERS") the opportunity to increase their Commitments or to extend Commitments hereunder; PROVIDED, HOWEVER, the Borrower Borrowers shall have not request an increase that would cause the right at Aggregate Commitment after giving effect to such increase to exceed $600,000,000, and the Borrowers shall not make more than four Aggregate Commitment increase requests under this SECTION 2.16 in any time calendar year; and from time PROVIDE, FURTHER, each Lender or Prospective Lender may accept or reject such request in its sole and absolute discretion. Any such request shall be sent to time from during the term of Lenders, the Prospective Lenders and the Administrative Agent and shall (A) refer to this Agreement to request up to 4 increases in Agreement, (B) specify (i) the aggregate amount of the increase that is sought and (ii) the name of each Lender and Prospective Lender to which the opportunity to increase or extend a Commitment is to be offered and the amount of such offer, and (C) request that Lenders wishing to increase their Commitments (provided that after giving effect and Prospective Lenders wishing to any increases in extend new Commitments notify the Commitments pursuant Administrative Agent within 14 days of the date of the Borrower's request. Failure to respond within such period shall be deemed a REJECTION of the Borrower's offer. Subject to the penultimate sentence of this SectionSection 2.16, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount Commitment of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No each Lender that agrees to increase such Commitment under this SECTION 2.16 shall be required effective A/72335952.4 16 fifteen (15) Business Days (or such later date as is acceptable to the Borrowers and the Administrative Agent) after the date of the Borrowers' request without any further action by the Lenders or any amendment to this Agreement. Upon the effectiveness of any increase its in a Lender's Commitment, SCHEDULE II shall be deemed to have been amended to reflect the increase in such Lender's Commitment. Each Prospective Lender that accepts the Borrowers' offer to extend a Commitment and any new Lender becoming shall become a party to this Agreement on such date or dates as may be mutually satisfactory to such Prospective Lender, the Borrowers and the Administrative Agent, subject to the Administrative Agent's receipt of a duly completed and executed accession agreement in connection with a form reasonably satisfactory to the Administrative Agent. Upon the effectiveness of any accession agreement to which any Prospective Lender is a party, (i) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Prospective Lender shall on the date it becomes be entitled to all rights, benefits and privileges accorded a Lender hereunder and (or increases its Commitment, in ii) SCHEDULE II shall be deemed to have been amended to reflect the case Commitment of such Prospective Lender (as an existing additional Lender) (as provided in such accession agreement. Notwithstanding the foregoing, no increase in a Lender's Commitment and no extension of a Commitment by a Prospective Lender shall become effective until such time as the Administrative Agent shall have received a condition thereto) purchase from written opinion of the other Lenders its Commitment Percentage (as determined after giving effect Borrower's legal counsel, addressed to the increase of Commitments) of any outstanding Revolving Loans, by making available Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent. The Administrative Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal shall give prompt notice to the sum each Lender of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus any increase in any Lender's Commitment and (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment Commitment of any such Revolving Loans. No increase of the Commitments may be effected additional Lender, in each case under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of CommitmentsSECTION 2.16.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving LoansLoans and Letter of Credit Liabilities, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No In connection with any increase of the Commitments may be effected under this Section if Section, (i) the Borrower shall deliver to the Agent such certificates, documents and opinions as the Agent on behalf of the Lenders may reasonably request to evidence the Borrower’s corporate authority to request such increase and each Guarantor’s corporate authority to guarantee such increase and (ii) (A) the Borrower shall certify to any Person to become a Lender or any Lender increasing the amount of its Commitment whether (x) a Default or Event of Default shall be in existence exists on the effective date of such increase or and (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date)) and (B) if a Default or Event of Default exists or any such representation or warranty is not true or correct on the effective date of such increase, any Person to become a Lender or any Lender to increase the amount of its Commitment may in its sole discretion elect not to do so. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With (a) Upon notice to the prior consent of Agent (who shall promptly notify the AgentLenders), the Borrower shall have the right at any time and may, from time to time from during prior to the term day which is the thirty (30) month anniversary of this Agreement to the Closing Date, request up to 4 increases an increase in the aggregate Commitments up to an aggregate of $250,000,000; provided that, in the event the Borrower has reduced the Commitments pursuant to Section 2.5, the amount of the Commitments (provided that after giving effect to any increases increase in the Commitments pursuant to this Section, the aggregate amount of the Commitments may Section 2.6 shall not exceed $500,000,00050,000,000. At the time of sending such notice, the Borrower (in consultation with the Agent) by providing written notice shall specify the time period within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required Agent as to whether or not it agrees to increase its Commitment and any new Lender becoming a party and, if so, whether by an amount equal to this Agreement in connection with any or less than its Commitment Percentage of such requested increase must increase. Any Lender not responding within such time period shall be an Eligible Assignee. If a new Lender becomes a party deemed to this Agreement, or if any existing Lender agrees have declined to increase its Commitment. The Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a requested increase, such Lender shall on the date it becomes a Lender hereunder Borrower may also (i) request that one or increases its Commitmentmore other Lenders, in their sole and absolute discretion, nonratably increase their Commitment(s) and/or (ii) invite additional Eligible Assignees to become Lenders under the case terms of an existing Lenderthis Agreement. (b) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of If any outstanding Revolving LoansCommitments are increased in accordance with this Section, by making available to the Agent for and the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on determine the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier datethe "Increase Effective Date"). In The Agent and the Borrower shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, (ii) including a Compliance Certificate demonstrating pro forma compliance with Section 12.1 after giving effect to such increase and (iii) certifying that before and after giving effect to such increase, the representations and warranties contained in Article 9 are true and correct on and as of the Increase Effective Date and no Default exists. The Borrower shall deliver new or amended Notes reflecting the new or increased Commitment of each new or affected Lender as of the Increase Effective Date. The Borrower shall prepay any Libor Balances outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to Section 6.5) to the extent necessary to keep outstanding Balances ratable with any revised Commitment Percentages arising from any nonratable increase in the aggregate amount of Commitments under this Section. (c) This Section shall supersede any provision in Section 15.11 to the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentscontrary.

Increase of Commitments. With the prior consent of the AgentAgent (which shall not be unreasonably withheld or delayed), the Borrower shall have the right at any time and from time to time from during the term of this Agreement period beginning on the Effective Date to but excluding the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,0001,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000350,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s 's Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With (a) At any time after the prior consent Effective Date, provided that no Event of the AgentDefault shall have occurred and be continuing, the Borrower shall have may request an increase of the right at any time and from time aggregate Commitments by notice thereof to time from the Agent in writing (such notice, a “Commitment Increase Notice”), in an amount not less than $10,000,000 nor more than $25,000,000 in the aggregate provided that the Borrower may provide such a Commitment Increase Notice a maximum of two times during the term of the Loan. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitment. If the Borrower does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 2.19(b) or Section 2.19(c), as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement to request up to 4 increases with the Borrower and the Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 2.19(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000. (c) Any Lender that accepts an offer by the Borrower to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 2.19(c), with the Borrower and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 2.1 reflecting the Commitment of such New Lender and the Commitments, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 2.19(b) or any Lender’s Commitment is increased pursuant to Section 2.19(c), (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Loans, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (provided that unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 2.19, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increases increase in the Commitments pursuant to this SectionSection 2.19, the aggregate amount of the Commitments may shall not exceed $500,000,000100,000,000. (g) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay execute and deliver a Note or Notes to the each New Lender and replacement Notes to Lenders amounts payable, if any, to such Lenders under Section 5.4. as signing a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, Commitment Increase Agreement in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of said Persons’ Commitments.

Increase of Commitments. With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once givengiven and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 5 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With The Borrower may, by written notice to the prior consent Administrative Agent on up to four (4) occasions during the period from the Closing Date to the third anniversary of the AgentClosing Date, request incremental Commitments in an amount not to exceed the aggregate amount of $100,000,000.00 from one or more additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such additional Commitments, the Borrower shall have the right at any time and Aggregate Commitment may be increased from time to time from during by the term addition of this Agreement to request up to 4 increases in a new Lender(s) or the aggregate amount increase of the Commitments (provided that after giving effect to any increases in Commitment of an existing Lender(s) with the Commitments pursuant to this Sectionconsent of only the Borrower, the aggregate amount of Administrative Agent, and the Commitments may new or existing Lender(s) providing such additional Commitment so long as the Aggregate Commitment does not exceed $500,000,000600,000,000. Nothing in this Section 2.1(c) shall constitute or be deemed to constitute an agreement by providing written notice any Lender to the Agent, which notice shall be irrevocable once givenincrease its Commitment hereunder. Each Any such increase in the Commitments must Aggregate Commitment shall be conditioned upon the contemporaneous addition of Potential Properties as Subject Properties in accordance with Section 2A.2 to effect compliance with all financial covenants set forth in Section 6.18 immediately following the increase of the Aggregate Commitment and upon satisfaction of the requirements for additional Borrowings pursuant to Section 2.9. Such increases shall be evidenced by the execution and delivery of an aggregate minimum Amendment Regarding Increase in the form of Exhibit K attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment (the “Increase Notice”), a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. The amount of the requested increase shall be set forth in the Increase Notice. Notwithstanding the foregoing, (i) no increase in the Aggregate Commitment may occur after the date which is thirty-six (36) months following the Agreement Execution Date, and (ii) each such increase shall not be less than $25,000,000 25,000,000. On the effective date of each such increase in the Aggregate Commitment, the Borrower and integral multiples the Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their Percentage of $5,000,000 in excess all ratable Borrowings outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a combination thereof. No Lender shall be The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Borrowings to achieve such result. Borrower agrees to pay all fees associated with the increase its in the Aggregate Commitment and including any new Lender becoming a party to this Agreement amounts due under Section 3.4 in connection with any reallocation of Fixed Rate Borrowings. Additionally, each such requested Commitment increase must shall be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, further conditioned upon satisfaction of the following: (a) On the date such Lender shall Increase Notice is given and on the date it such increase becomes a Lender hereunder (or increases its Commitmenteffective, in both immediately before and after the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Aggregate Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loansis increased, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower there shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a exist no Default or Event of Default shall be in existence on the effective date of such increase or Unmatured Default; and (yb) any representation or warranty made or deemed The representations and warranties made by the Borrower in the Loan Documents or any other Loan Party otherwise made by or on behalf of the Borrower in any Loan Document to which any such Loan Party is a party is not (connection therewith or would not be) after the date thereof shall have been true or and correct in all material respects when made and shall also be true and correct in all material respects on the effective date of such increase (Increase Notice and on the date the Aggregate Commitment is increased, both immediately before and after the Aggregate Commitment is increased, except for representations to the extent any such representation or warranties which expressly warranty is stated to relate solely to an earlier date). In connection with any increase , in which case such representation or warranty shall be true and correct on and as of such earlier date; and (c) The Borrower shall also execute and deliver to Administrative Agent and the aggregate amount of the Commitments pursuant to this subsectionLenders such additional documents, (a) any Lender becoming a party hereto shall execute such documents instruments, certifications and agreements opinions as the Administrative Agent may require in its reasonable discretion, including, without limitation, replacement Notes, any amendments to the Loan Documents as Administrative Agent may reasonably request deem necessary or appropriate, and (b) a Compliance Certificate demonstrating compliance with the covenants set forth in Section 6.18 and representations and warranties set forth in the Loan Documents after giving effect to the increase, and the Borrower shall make appropriate arrangements so that each new Lenderupon demand pay the cost of any updated UCC searches, all recording costs and fees, and any existing Lender increasing its Commitmentand all intangible taxes or other documentary or transfer taxes, receives a new assessments or replacement Notecharges or any similar fees, as appropriate, taxes or expenses which are demanded in the amount of connection with such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentsincrease.

Increase of Commitments. With (a) Upon notice to the prior consent of Agent (who shall promptly notify the AgentLenders), the Borrower shall have the right at any time and may, from time to time from during prior to the term day which is the fifty-four (54) month anniversary of this Agreement to the Closing Date, request up to 4 increases an increase in the aggregate Commitments up to an aggregate of $400,000,000; provided that, in the event the Borrower has reduced the Commitments pursuant to Section 2.5, the amount of the Commitments (provided that after giving effect to any increases increase in the Commitments pursuant to this Section, the aggregate amount of the Commitments may Section 2.6 shall not exceed $500,000,000100,000,000. At the time of sending such notice, the Borrower (in consultation with the Agent) by providing written notice shall specify the time period within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required Agent as to whether or not it agrees to increase its Commitment and any new Lender becoming a party and, if so, whether by an amount equal to this Agreement in connection with any or less than its Commitment Percentage of such requested increase must increase. Any Lender not responding within such time period shall be an Eligible Assignee. If a new Lender becomes a party deemed to this Agreement, or if any existing Lender agrees have declined to increase its Commitment. The Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, such Lender shall on the date it becomes a Lender hereunder Borrower may also (i) request that one or increases its Commitmentmore other Lenders, in their sole and absolute discretion, nonratably increase their Commitment(s) and/or (ii) invite additional Eligible Assignees to become Lenders under the case terms of an existing Lenderthis Agreement. (b) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of If any outstanding Revolving LoansCommitments are increased in accordance with this Section, by making available to the Agent for and the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on determine the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier datethe “Increase Effective Date”). In The Agent and the Borrower shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, (ii) including a Compliance Certificate demonstrating pro forma compliance with Section 12.1 after giving effect to such increase and (iii) certifying that before and after giving effect to such increase, the representations and warranties contained in Article 9 are true and correct on and as of the Increase Effective Date and no Default exists. The Borrower shall deliver new or amended Notes reflecting the new or increased Commitment of each new or affected Lender as of the Increase Effective Date. The Borrower shall prepay any Libor Balances outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to Section 6.5) to the extent necessary to keep outstanding Balances ratable with any revised Commitment Percentages arising from any nonratable increase in the aggregate amount of Commitments under this Section. (c) This Section shall supersede any provision in Section 15.10 to the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentscontrary.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this AgreementAgreement in order to provide such additional Commitment, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) make Term Loans (and as a condition theretoany such Term Loan, an “Incremental Term Loan”) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the Borrower in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitment, in the case of Commitments) of any outstanding Revolving Loansan existing Lender), by making available to the Agent for the account of such other Lenders its applicable Lending Office to the Agent at the Principal Office, in same day immediately available funds, in an aggregate principal amount equal to such new Lender’s Commitment (or the sum of (A) the portion amount of the outstanding principal amount increase in its Commitment, in the case of an existing Lender). Subject to the satisfaction of the conditions set forth in this Section 2.16. and Section 6.2., the Agent will make the proceeds of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay borrowing available to the Lenders amounts payable, if any, Borrower at the account specified by Borrower. No Lender shall be required to such Lenders under Section 5.4. as increase its Commitment and any new Lender becoming a result of the prepayment of party to this Agreement in connection with any such Revolving Loansrequested increase must be an Eligible Assignee. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase (and no Default or Event of Default would arise after giving pro forma effect to such increase) or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents). In addition, in connection with and as a condition to any increase of the Term Loans, the Borrower shall obtain an additional Interest Rate Hedge with respect to such increased Commitment as is necessary to comply with Section 8.16. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of simultaneous with the effectiveness of the applicable increase in the aggregate amount of Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section 2.16., the Agent may (without the consent of any Lender) amend this Agreement to the extent (but only to the extent) necessary to reflect the increase of Commitments.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,0001,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 100,000,000 and integral multiples of $5,000,000 50,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With The Borrower may, by written notice to the prior consent Administrative Agent on up to four (4) occasions during the period from the Closing Date to the third anniversary of the AgentClosing Date, request incremental Commitments in an amount not to exceed the aggregate amount of $250,000,000 from one or more additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such Incremental Commitments, the Borrower shall have Domestic Revolving Commitments and/or the right at any time and Global Revolving Commitments may be increased from time to time from during by the term addition of this Agreement to request up to 4 increases in a new Lender or the aggregate amount increase of the Commitments (provided that after giving effect to Commitment of an existing Lender with the consent of only the Borrower, the Administrative Agent, and the new or existing Lender providing such additional Commitment so long as the Aggregate Commitment does not exceed $1,200,000,000 less any increases in the Commitments voluntary reductions pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) Section 2.1. Nothing in this Section 2.1 shall constitute or be deemed to constitute an agreement by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No any Lender shall be required to increase its Commitment Commitments hereunder. Such increases shall be evidenced by the execution and any delivery of an Amendment Regarding Increase in the form of Exhibit K attached hereto by the Borrower, the Administrative Agent and the new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its providing such additional Commitment, such a copy of which shall be forwarded to each Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.promptly after execution

Increase of Commitments. With the prior consent of the AgentAdministrative Agent (which consent shall not be unreasonably withheld or delayed), the Borrower shall have the right at any time and from time to time from during the term Borrower may request to increase the Revolving Commitments in a minimum amount of this Agreement to request up to 4 increases $5,000,000, provided that the aggregate increase in the aggregate amount Revolving Commitments from the Effective Date shall not exceed $25,000,000. Any such request to increase the Revolving Commitments shall be deemed to be a certification by the Borrower that at the time of such request, there exists no Default and the representations and warranties contained in Article III are true and correct as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Any request from the Borrower to increase the Revolving Commitments shall be implemented by one or more existing Lenders agreeing to increase their Revolving Commitments (provided that after giving effect no Lender shall have any obligation to increase any of its Revolving Commitments) or by one or more new lenders agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Administrative Agent in consultation with the Borrower. Prior to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Revolving Commitments must be in an aggregate minimum amount becoming effective, the Administrative Agent shall have received: (i) copies, certified by the secretary of $25,000,000 each Borrower of its Board of Directors’ resolutions and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to resolutions or actions of any other body authorizing the increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case Revolving Commitments; (ii) a certificate, signed by a Financial Officer of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined Borrower, showing that after giving effect to the increase in the aggregate Revolving Commitments, no Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (iii) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower or any Guarantor in connection with the increase in the Revolving Commitments, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (iv) of any outstanding Revolving Loans, by making available evidence satisfactory to the Administrative Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal that no Material Adverse Effect shall have occurred with respect to the sum of (A) Borrower and its Subsidiaries since the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay most recent financial statements provided to the Lenders amounts payablehereunder; (v) if requested by the Administrative Agent, if any, a confirmation and consent from each Guarantor to the increase in the Revolving Commitments; and (vi) such Lenders under Section 5.4other documents and conditions as the Administrative Agent or its counsel may have reasonably requested. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on On the effective date of any such increase, (x) each Lender’s pro rata share Revolving Exposure shall be adjusted to equal its pro rata share determined after giving effect to such increase or and (y) any representation or warranty made or deemed made by all Revolving Loans will be replaced with new Revolving Loans hereunder from the Borrower or any other Loan Party in any Loan Document to which any Lenders based on such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentsadjusted pro rata share.

Increase of Commitments. With the prior consent of the AgentAgent (which shall not be unreasonably withheld or delayed), the Borrower shall have the right at any time and from time to time from during the term of this Agreement period beginning on the Effective Date to but excluding the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Revolving Commitments pursuant to this Section, the aggregate amount of the Revolving Commitments may not exceed $500,000,000840,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. (f) The Credit Agreement is amended by deleting Section 3.6.(c) in its entirety and substituting in its place the following:

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement Closing Date through and including the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $500,000,00050,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples of $5,000,000 in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 2.14 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (xi) a no Default or Event of Default shall be in existence on exist and (ii) the effective date of such increase or (y) any representation or warranty representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) Documents, shall be true or and correct in all material respects on and as of the effective date of such increase (extension with the same force and effect as if made on and as of such date except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 five Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Lender’s request therefor.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may shall not exceed $500,000,0002,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $5,000,000 15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be required obligated in any way whatsoever to increase its Commitment Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No Effecting the increase of the Commitments may be effected under this Section if is subject to the following conditions precedent: (x) a no Default or Event of Default shall be in existence on the effective date of such increase or increase, (y) any representation or warranty the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) shall be true or correct in all material respects on the effective date of such increase (except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date)) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and such Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentsrequest.

Increase of Commitments. With Subject to the prior consent approval of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases an increase in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given; provided that (a) the aggregate amount of such increases in the Commitments pursuant to this Section shall not exceed $125,000,000 (the “Available Increase Amount”); (b) Borrower may not exercise its rights pursuant to this Section 2.14 more than three (3) times; and (c) Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Revolving Loan Termination Date. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender’s Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent’s notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If As a condition to any increase in the Commitment, the Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of such increase, and to the Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender becomes or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (Aa) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (Bb) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(jSections 2.2(e) or 2.3(j) which have not been repaid plus (C) repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party Obligor in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In addition, as a condition to the effectiveness of any increase, the Borrower and the Guarantors shall execute and deliver to Agent and the Lenders such additional documents (including, without limitation, amendments to the Security Documents), instruments, certifications and opinions as the Agent may reasonably require, and the Borrower shall pay the cost of any mortgagee’s title insurance policy or any endorsement or update thereto or any updated title and UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are demanded or payable in connection with such increase. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (aA) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (bB) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Revolving Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days contemporaneously with of the effectiveness of the applicable increase in the aggregate amount of Commitments. Upon the effective date of the increase in the aggregate Total Commitments pursuant to this Section 2.14, Wachovia shall assign a portion of its Revolving Note equal to the amount of such increase acquired by the Lenders or an assignee and such amount shall become part of the aggregate Total Commitment.

Increase of Commitments. With Subject to the prior consent approval of the AgentAgent (which shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases an increase in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given; provided that (i) the aggregate amount of such increases in the Commitments pursuant to this Section 2.14 shall not exceed $50,000,000 in the aggregate; (ii) the Borrower may not exercise its rights pursuant to this Section 2.14 more than two (2) times; and (iii) the Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Termination Date. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 15,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender’s Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent’s notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If As a condition to any such increase in the Commitment, the Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of such increase, and to the Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender becomes or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (Aa) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (Bb) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(jSections 2.2(e) or 2.3(j) which have not been repaid plus (C) repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party Obligor in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (aA) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (bB) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Revolving Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of contemporaneously with the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,0001,000,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 100,000,000 and integral multiples of $5,000,000 50,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier datedate and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto (or increasing its Commitment) and the Borrower shall execute such documents and agreements (in the case of the Borrower, including resolutions) as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentsrequest.

Increase of Commitments. With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000600,000,000) by providing written notice to the Agent, which notice shall be irrevocable once givengiven and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as determined after giving effect to the increase of Commitments) , of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 5 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With (a) At any time on or after the prior Third Amendment Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase of the Total Commitment by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $400,000,000600,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the AgentAgent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or more New Lender Agreements, the Borrower Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the CompanyBorrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such Lender’s ▇▇▇▇▇ased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have the right at any time obligation to increase its Commitment unless it agrees to do so in its sole discretion and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that ii) after giving effect to any increases increase in the Commitments pursuant to this SectionSection 5.18, the aggregate amount of the Commitments may shall not exceed $500,000,0002,400,000,0003,000,000,000. (g) by providing written notice to TheOn or following a Re-Allocation Date, the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto Company shall execute such documents and agreements as the Agent may reasonably request deliver a Note or Notes to eachany New Lender and (b) the Borrower shall make appropriate arrangements so that each new Lender, and replacement Notes to any existing Lender increasing its Commitment, receives Lenders signing a new or replacement Note, as appropriate, Commitment Increase Agreement in the amount of said Persons’ Commitments, if requested by such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of CommitmentsPerson.

Increase of Commitments. With the prior consent of the AgentAgent (which shall not be unreasonably withheld or delayed), the Borrower shall have the right at any time and from time to time from during the term of this Agreement period beginning on the Effective Date to but excluding the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,0001,100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 50,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If In the event a new Lender becomes or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section Sections 2.2.(e) or 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000250,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. If a new Lender becomes a party to this Agreement in order to provide such additional Commitment, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitments, in the case of an existing Lender) make Term Loans (any such Term Loan, an “Incremental Term Loan”) to the Borrower in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitments, in the case of an existing Lender), by making available for the account of its applicable Lending Office to the Agent at the Principal Office, in immediately available funds, in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitments, in the case of an existing Lender). Subject to the satisfaction of the conditions set forth in this Section 2.16. and Section 6.2., the Agent will make the proceeds of such borrowing available to the Borrower at the account specified by Borrower (it being acknowledged and agreed that any such borrowing shall not count against or be subject to the Maximum Borrowings limitation set forth in Section 2.1.(a). and, except as provided in Section 2.1.(a), need not be within the Term Loan Commitment Period). No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase (and no Default or Event of Default would arise after giving pro forma effect to such increase) or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section 2.16., the Agent may (without the consent of any Lender) amend this Agreement to the extent (but only to the extent) necessary to reflect the increase of Commitments.

Increase of Commitments. With Subject to the prior consent approval of the AgentAgent (which shall not be unreasonably withheld or delayed), the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any there shall be no more than three such increases in the Commitments and the aggregate amount of increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may Section shall not exceed $500,000,000350,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 35,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. Each Lender shall notify the Agent within 10 Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If In the event a new Lender becomes or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section Sections 2.2.(e) or 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s 's Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement Closing Date through and including the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $500,000,000300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples of $5,000,000 in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment LEGAL02/33546501v8 in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 2.14 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (xi) a no Default or Event of Default shall be in existence on exist and (ii) the effective date of such increase or (y) any representation or warranty representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) Documents, shall be true or and correct in all material respects on and as of the effective date of such increase (extension with the same force and effect as if made on and as of such date except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 five Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Lender’s request therefor.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Revolving Commitments pursuant to this Section, the aggregate amount of the Revolving Commitments may not exceed $500,000,000250,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement Closing Date through and including the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $500,000,000100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples of $5,000,000 in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased LEGAL02/33561677v8 by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 2.14 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (xi) a no Default or Event of Default shall be in existence on exist and (ii) the effective date of such increase or (y) any representation or warranty representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) Documents, shall be true or and correct in all material respects on and as of the effective date of such increase (extension with the same force and effect as if made on and as of such date except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 five Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Lender’s request therefor.

Increase of Commitments. With Subject to the prior consent approval of the AgentAgent (which shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases an increase in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given; provided that (i) the aggregate amount of such increases in the Commitments pursuant to this Section 2.14 shall not exceed $100,000,000 in the aggregate; (ii) the Borrower may not exercise its rights pursuant to this Section 2.14 more than two (2) times; and (iii) the Borrower may not exercise its rights under this Section 2.14 if there are less than twelve (12) full months to the Termination Date. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender’s Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent’s notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If As a condition to any such increase in the Commitment, the Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of such increase, and to the Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender becomes or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (Aa) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (Bb) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(jSections 2.2(e) or 2.3(j) which have not been repaid plus (C) repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party Obligor in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (aA) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (bB) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Revolving Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of contemporaneously with the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the (a) The Borrower shall have the right at any time and from time to time from during after the term of this Agreement Effective Date to request up that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to 4 increases in the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $5 million and shall not exceed the Maximum Incremental Facilities Amount, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written |US-DOCS\159511341907.1259.8|| notice to the Administrative Agent on or prior to the Commitment Date of the Commitments amount by which it is willing to increase its Commitment. (provided ii) 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. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof (or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any Revolving Credit Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Revolving Credit Loans of all or certain of the Lenders such that, after giving effect thereto, the Revolving Credit Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Revolving Credit Loans from draws under Letters of Credit shall be calculated after giving effect to any increases each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section, the aggregate amount Section 2.23 shall be effective unless: (i) as of the Commitments may not exceed $500,000,000date of the relevant Notice of Increase and on the relevant Requested Increase Date and immediately after giving effect to such increase, (x) by providing written notice to no Default or Event of Default shall have occurred and be continuing and (y) the Agent, which notice shall be irrevocable once given. Each such increase condition set forth in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender Section 4.02(a) shall be required to increase its Commitment be satisfied; provided that to the extent the proceeds of any Requested Increase Amount are intended to be applied to finance a Limited Condition Transaction, if agreed to by the Increasing Lenders and/or the Additional Lenders providing such Requested Increase Amount, (x) the only representations and any new Lender becoming a party warranties that will be required to this Agreement be true and correct in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder all material respects (or increases its Commitmentor, in the case of an existing Lender) (any representations and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, warranties qualified by making available to the Agent for the account of such other Lenders at the Principal Officemateriality or Material Adverse Effect, in same day funds, an amount equal to all respects) as of the sum of applicable closing date for such Requested Increase Amount shall be (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus Specified Representations, and (B) in the aggregate amount case of payments previously an acquisition, such of the representations and warranties made by or on behalf of |US-DOCS\159511341907.1259.8|| the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid applicable acquired company or business in the applicable acquisition agreement as are material to and as of such date on such portion the interests of the outstanding principal amount of such Revolving Loans. The Borrower shall pay Increasing Lenders or the Additional Lenders, but only to the Lenders amounts payable, if any, extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such Lenders under Section 5.4. acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement, and (y) the prepayment only condition with respect to absence of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence the absence of a Default or Event of Default at the time such acquisition agreement or other applicable definitive documentation or announcement document is entered into or publicly disclosed; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the effective date Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of such increase or opinion reasonably satisfactory to the Administrative Agent and (yB) any representation reaffirmation or warranty made similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or deemed made Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) subject to Section 1.08, after giving effect to such Commitment Increases, the aggregate principal amount of all such Commitment Increases incurred or issued since the Second Amendment Effective Date, together with any Incremental Term Loan Facilities incurred or issued since the Second Amendment Effective Date, shall not exceed the then Maximum Incremental Facilities Amount; (iv) subject to Section 1.08, after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance; and (v) except as otherwise specifically set forth herein or as may otherwise be agreed by the Administrative Agent, all of the other terms and conditions applicable to such Commitment Increase shall be identical to the terms and conditions applicable to the Revolving Credit Loans (other than with respect to any upfront fees, which may be as agreed by the Borrower or any other Loan Party in any Loan Document to which any and the Lenders providing such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier dateCommitment Increase). In connection For the avoidance of doubt, any loans under any Commitment Increase shall be treated ratably in terms of right to payment and prepayment with any increase in loans under the aggregate amount of the Revolving Credit Loans and/or Commitments pursuant outstanding prior to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Commitment Increase.

Increase of Commitments. With the prior consent of the Agent, the Borrower Borrowers shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 2 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000250,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof10,000,000. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the any Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s 's Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that the aggregate amount of the Commitments after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may Section shall not exceed $500,000,000750,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto (or increasing its Commitment) and the Borrower shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With At any time and from time to time on or after the Closing Date but prior consent to the Facility Maturity Date, so long as no Event of the AgentDefault then exists or would arise therefrom, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount an increase of the then outstanding Facility Commitments. Any such requested increase shall be first offered to all existing Lenders, on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Facility Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Sectionamount requested by the Borrower, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in consultation with the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required Borrower, will use its reasonable best efforts to increase its Commitment and any new Lender becoming a party arrange for other Persons to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes become a Lender hereunder (or increases its Commitment, and to issue commitments in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion amount of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) increase in the aggregate amount of payments previously made Facility Commitments requested by the other Borrower and not accepted by the existing Lenders under Section 2.3.(j(each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Facility Commitment, an “Additional Commitment Lender”); provided, however, that (i) which have not been repaid plus (C) interest accrued and unpaid no Lender shall be obligated to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. provide a Commitment Increase as a result of the prepayment of any such Revolving Loans. No increase request by the Borrower and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Commitments may Agent and the Borrower (which approval, in each case, shall not be effected under this Section if (x) a Default or Event of Default unreasonably withheld). Each Commitment Increase shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the minimum aggregate amount of the Commitments pursuant to this subsection, at least Five Million Euros (a€5,000,000) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and in integral multiples of Five Million Euros (b€5,000,000) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentsexcess thereof.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000250,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that the aggregate amount of the Commitments after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may Section shall not exceed $500,000,000750,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000350,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto (or increasing its Commitment) and the Borrower shall execute such documents and agreements (in the case of the Borrower, including resolutions) as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentsrequest.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible AssigneeAssignee approved by the Borrower. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Credit Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s 's Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement Closing Date through and including the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $500,000,000100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples of $5,000,000 in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 2.14 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (xi) a no Default or Event of Default shall be in existence on exist and (ii) the effective date of such increase or (y) any representation or warranty representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) Documents, shall be true or and correct in all material respects on and as of the effective date of such increase (extension with the same force and effect as if made on and as of such date except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 five Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Lender’s request therefor.

Increase of Commitments. With the prior consent of the Agent, the (a) The Borrower shall have the right at any time Right with the consent of the Administrative Agent and the Syndication Agent, to request in writing, from time to time from during the term of this Agreement to request up to 4 increases in (but not more than twice),that the aggregate amount of the Commitments then in effect be increased effective upon a specific date (the "Increase Effective Date") set forth in such request (the "Increase Request") upon the same terms and conditions as set forth herein, provided that no such increase shall be permitted if, after giving effect to any increases thereto the total aggregate Commitments would exceed $2,500,000,000. Any such increase shall be in incremental aggregate amounts of not less than the Commitments pursuant to this Section, lesser of (i) $10,000,000 or (ii) $2,500,000,000 minus the aggregate amount of the total aggregate Commitments may not exceed $500,000,000then in effect (the "Requested Amount") by providing written notice and shall increase permanently the amount of the total aggregate Commitments then in effect(subject to the Agent, which notice shall be irrevocable once given. Each such increase in Borrower's right to terminate or reduce the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and Section 2.5). (b) If on the date (the "Increase Response Date") specified in any Increase Request any Lenders or any new lenders selected by the Borrower shall make appropriate arrangements so that with the consent of the Administrative Agent and the Syndication Agent (such consent not to be unreasonably withheld) elect in their sole discretion, to increase their Commitments (each new an "Increasing Lender") by an aggregate amount equal to the Requested Amount, then, subject to the provisions of this Section 2.19, on the Increase Effective Date therefor, the Commitments of such Increasing Lenders, and any existing Lender increasing its Commitmentcorrespondingly, receives a new or replacement Notethe total aggregate Commitments, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable shall be increased accordingly. (c) Each increase in the aggregate amount Commitment of Commitmentsan Increasing Lender (including any new lender) shall be evidenced by a written instrument executed by such Increasing Lender, the Borrower and the Administrative Agent, and shall take effect on the related Increase Effective Date.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement Closing Date through and including the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect LEGAL02/33559407v8 (a) with respect to Letters of Credit shall remain applicable following any increases in the Commitments pursuant to this Section, the aggregate amount increase of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereofaccordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 2.14 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (xi) a no Default or Event of Default shall be in existence on exist and (ii) the effective date of such increase or (y) any representation or warranty representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) Documents, shall be true or and correct in all material respects on and as of the effective date of such increase (extension with the same force and effect as if made on and as of such date except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 five Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Lender’s request therefor.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(e) and Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section 2.15., the Agent may (without the consent of any Lender) amend this Agreement to the extent (but only to the extent) necessary to reflect the increase of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term period beginning on the Effective Date through and including the two-year anniversary of this Agreement the Effective Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any the aggregate amount of increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may Section shall not exceed $500,000,000150,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 20,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement Closing Date through and including the Termination Date to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $500,000,000100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples of $5,000,000 in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) LEGAL02/33565081v8 with respect to Swingline Loans and 2.05(a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lender becoming Lenders to become a party to this Agreement Agreement. All such allocations shall be in connection with any the Agent’s sole discretion but not in an amount in excess of each such requested increase must be an Eligible AssigneeLender’s increased Commitment. If a new Lender becomes a party to this AgreementAgreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal OfficeLenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. 2.14 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (xi) a no Default or Event of Default shall be in existence on exist and (ii) the effective date of such increase or (y) any representation or warranty representations and warranties made or deemed made by the Borrower or any other in the Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) Documents, shall be true or and correct in all material respects on and as of the effective date of such increase (extension with the same force and effect as if made on and as of such date except for to the extent that such representations or and warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsectionSection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 five Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitmentssuch Lender’s request therefor.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Revolving Loan Commitments (provided that after giving effect to any increases in the Revolving Loan Commitments pursuant to this Section, the aggregate amount of the Revolving Loan Commitments may not exceed $500,000,000750,000,000) and/or increases in the aggregate amount of the Term Loan Commitments (provided that after giving effect to any increases in the Term Loan Commitments pursuant to this Section, the aggregate amount of the Term Loan Commitments may not exceed $400,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments a Commitment must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Revolving Loan Lender becomes a party to this Agreement, or if any existing Revolving Loan Lender agrees to increase its Revolving Loan Commitment, such Revolving Loan Lender shall on the date it becomes a Revolving Loan Lender hereunder (or increases its Revolving Loan Commitment, in the case of an existing Revolving Loan Lender) (and as a condition thereto) purchase from the other Revolving Loan Lenders its Revolving Loan Commitment Percentage (as determined after giving effect to the increase of Revolving Loan Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Revolving Loan Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Loan Lender plus (B) the aggregate amount of payments previously made by the other Revolving Loan Lenders under Section 2.3.(j2.3.(e) and Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Loan Lenders amounts payable, if any, to such Revolving Loan Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. If a new Term Loan Lender becomes a party to this Agreement in order to provide such additional Term Loan Commitment, or if any existing Term Loan Lender agrees to increase its Term Loan Commitment, such Term Loan Lender shall on the date it becomes a Term Loan Lender hereunder (or increases its Term Loan Commitment, in the case of an existing Term Loan Lender) make Term Loans to the Borrower in an aggregate principal amount equal to such new Term Loan Lender’s Term Loan Commitment (or the amount of the increase in its Term Loan Commitment, in the case of an existing Term Loan Lender), by making available for the account of its applicable Lending Office to the Agent at the Principal Office, in immediately available funds, in an aggregate principal amount equal to such new Term Loan Lender’s Term Loan Commitment (or the amount of the increase in its Term Loan Commitment, in the case of an existing Term Loan Lender). Subject to the satisfaction of the conditions set forth in this Section 2.16. and Section 6.2., the Agent will make the proceeds of such borrowing available to the Borrower at the account specified by Borrower. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase (and if the Term Loan Commitments are being increased, no Default or Event of Default would arise after giving pro forma effect to such increase) or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section 2.16., the Agent may (without the consent of any Lender) amend this Agreement to the extent (but only to the extent) necessary to reflect the increase of Commitments.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000800,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving LoansLoans and Letter of Credit Liabilities, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by of (A) the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid Borrower shall certify to and as of such date on such portion of any Person to become a Lender or any Lender increasing the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if its Commitment whether (x) a Default or Event of Default shall be in existence exists on the effective date of such increase or and (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date)) and (B) if a Default or Event of Default exists or any such representation or warranty is not true or correct on the effective date of such increase, any Person to become a Lender or any Lender to increase the amount of its Commitment may in its sole discretion elect not to do so. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. With the prior consent of the Agent, the The Borrower shall have the right at any time and from time to time from during the term of this Agreement to request up to 4 increases in the aggregate amount of the Commitments (provided that after giving effect to any the aggregate amount of increases in the Commitments pursuant to this SectionSection shall not exceed $150,000,000 (and provided that, in any event, the aggregate principal amount of the Commitments may shall not exceed $500,000,000600,000,000 at any time)) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 20,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case, as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.44.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and changes in factual circumstances or transactions, in either event not prohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s 's Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.