Increase in Aggregate Commitment. (i) The Company may at any time propose that the Aggregate Commitment be increased (the amount of such increase being a “Commitment Increase”), effective as at a date prior to the Termination Date and at least 15 days after the Company proposes any such increase to the Agent in writing (an “Increase Date”) as to which agreement is to be reached by an earlier date specified in such notice (a “Commitment Date”); provided, however, that # the Company may not propose more than two Commitment Increases in any calendar year, # the Company may not propose more than five Commitment Increases pursuant to this Agreement, # the minimum proposed Commitment Increase per notice shall be $10,000,000, # in no event shall the Aggregate Commitment hereunder at any time exceed $4,500,000,000, and # no Default or Unmatured Default shall have occurred and be continuing on such Increase Date. The Agent shall notify [[Organization B:Organization]] thereof promptly upon its receipt of any such notice. The Agent agrees that it will cooperate with the Company in discussions with [[Organization B:Organization]] and other lending institutions with a view to arranging the proposed Commitment Increase through the increase of the Commitments of one or more of [[Organization B:Organization]] (each such Lender that is willing to increase its Commitment hereunder being an “Increasing Lender”) and/or through Commitments provided by one or more Assuming [[Organization B:Organization]]; provided, however, that it shall be in each Lender’s sole discretion whether to increase its Commitment hereunder in connection with the proposed Commitment Increase; and provided further that the minimum Commitment of each Assuming Lender that becomes a party to this Agreement pursuant to this [Section 2.6(c)] shall be at least equal to $10,000,000. If agreement is reached on or prior to the applicable Commitment Date with any Increasing [[Organization B:Organization]] and Assuming [[Organization B:Organization]] as to a Commitment Increase (which may be less than but not greater than specified in the applicable notice from the Company), such agreement to be evidenced by a notice in reasonable detail from the Company to the Agent on or prior to the applicable Commitment Date, such Assuming [[Organization B:Organization]], if any, shall become [[Organization B:Organization]] hereunder as of the applicable Increase Date and the Commitments of such Increasing [[Organization B:Organization]] and such Assuming [[Organization B:Organization]] shall become or be, as the case may be, as of the Increase Date, the amounts specified in such notice; provided that:

Increase of Aggregate Commitment. The Company at its option may, from time to time, seek to # request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) and/or # increase the Aggregate Revolving Commitment (each such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”) by up to an aggregate amount of $500,000,000for all Incremental Facilities after the Second Amendment Effective Date of $300,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such Incremental Facility (which shall not be less than $25,000,000) and shall certify that no Default or Unmatured Default has occurred and is continuing. After delivery of such notice, the Company, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be declined by any Lender in its sole discretion) on either

Subject to the terms and conditions set forth herein, # the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this [Section 2.03], # from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of an L/C Party, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection # below, and # to honor drawings under the Letters of Credit; and # the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of any L/C Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, # the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, # the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, and # the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by an L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such L/C Party that the L/C Credit Extension so requested complies with the conditions set forth in the provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each L/C Party’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each L/C Party may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower may request that the L/C Issuer, in reliance on the agreements of the Revolving Lenders set forth in this [Section 2.03], issue, at any time and from time to time during the Availability Period, Letters of Credit for its own account or the account of any of its Subsidiaries in such form as is acceptable to the Administrative Agent and the L/C Issuer in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Commitments.

No Reallocation shall result in # any Domestic Lender having a positive Canadian Commitment, U.K. Commitment or PR Commitment if such Domestic Lender, or its affiliate, did not have such positive Canadian Commitment, U.K. Commitment or PR Commitment on the Closing Date or acquire such Commitment by assignment after the Closing Date, or # any U.K. Lender having a positive Canadian Commitment or PR Commitment if such U.K. Lender, or its affiliate, did not have such positive Canadian Commitment or PR Commitment on the Closing Date or acquire such Commitment by assignment after the Closing Date, or (32) any Canadian Lender having a positive U.K. Commitment or PR Commitment if such Canadian Lender, or its affiliate, did not have such positive U.K. Commitment or PR Commitment on the Closing Date or acquire such Commitment by assignment after the Closing Date, or (43) any PR Lender having a positive U.K. Commitment or Canadian Commitment if such PR Lender, or its affiliate, did not have such positive U.K. Commitment or Canadian Commitment on the Closing Date or acquire such Commitment by assignment after the Closing Date.

“Commitment” means a Domestic Commitment, a Canadian Commitment, a U.K. Commitment and/or a PR Commitment, as the context may require.

Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate [[Lenders:Organization]] of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this ‎Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in ‎[Section 3.07]). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Voluntary Reduction of Aggregate Revolving Loan Commitment. The Company (on behalf of itself and the Subsidiary Borrower) may permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part ratably among the Revolving Loan Lenders of such Class, in an aggregate minimum amount of $5,000,000 with respect thereto and integral multiples of $2,500,000 in excess of that amount with respect thereto (unless the Revolving Loan Commitments of a Class are reduced in whole), upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such reduction; provided, however, that the amount of the total Revolving Loan Commitments of any Class may not be reduced below the Dollar Amount of the Revolving Credit Obligations of such Class. All accrued commitment fees in respect of such Class shall be payable on the effective date of any termination of the obligations of any Revolving Loan Lenders of such Class to make Revolving Loans of such Class hereunder.

Mandatory Prepayments upon Commitment Terminations and Reductions. If, after giving effect to any termination or reduction of the Aggregate Commitments pursuant to Section 2.07(a) or (b), the Total Credit Exposure exceeds the Aggregate Commitments (as reduced), then # the Borrower shall prepay the Revolving Loans and/or Swingline Loans on the date of such termination or reduction in an aggregate principal amount equal to such excess, and # if any excess remains after prepaying all of the Revolving Loans and Swingline Loans as a result of LC Exposure, the Borrower shall cash collateralize such remaining excess as provided in Section 2.04(j). The Borrower shall be obligated to make such prepayment and/or deposit of such cash collateral on the date of the effectiveness of such termination or reduction.

Conditions Precedent to Effectiveness of Commitment Extension. Subject to the satisfaction of the following conditions, the Commitment Extension shall be effective as of the Extension Date: