Common use of Additional Revolving Commitments Clause in Contracts

Additional Revolving Commitments. Subject to the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender, the Parent Borrower may request that the existing Facility A Revolving Lenders increase their respective Facility A Revolving Commitments and/or that additional Lenders be added to this Agreement until such time as the aggregate Facility A Revolving Commitments are equal to $200,000,000. Each existing Facility A Revolving Lender shall have the right (but not the obligation) to increase its Facility A Revolving Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of overallotment extended to the existing Revolving Lenders) on the same terms and conditions being offered to any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A Revolving Lender’s increased Facility A Revolving Commitment. By its signature of a counterpart hereof (and subsequent to its delivery of a completed Administrative Questionnaire to the Administrative Agent), each additional Facility A Revolving Lender shall be a “Facility A Revolving Lender” for all purposes hereunder and Schedule 2.04 shall be automatically amended to reflect such additional Facility A Revolving Lender’s Facility A Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming a “Facility A Revolving Lender” hereunder, each Facility A Revolving Lender shall automatically be responsible for its Facility A Facility A Revolving Commitment Percentage of the Facility A/B Revolving Credit Exposure and shall pay to the Administrative Agent its Facility A Facility A Revolving Commitment Percentage of the Facility A Revolving Loans which shall then be applied to prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section 2.12 and subject to compensation of the Lenders pursuant to Section 2.18.

Additional Revolving Commitments. Subject Upon Holding’s written notice to the consent of the Administrative Agent, on the Issuing Bank and Subsequent Effective Date one or more Additional Lenders may provide additional Revolving Commitments in an aggregate amount not to exceed the Swingline Lenderdifference of (A) $50,000,000 minus (B) the amount (if any) by which the Aggregate Term B Commitment is being increased on the Subsequent Effective Date pursuant to Section 2.01(c) (each such additional commitment, the Parent Borrower “Additional Revolving Commitment”), which Additional Revolving Commitment may request that the existing Facility A thereafter be made available to Holdings as Revolving Loans. Any Additional Lenders increase their respective Facility A Revolving Commitments and/or that additional Lenders be added not already party to this Agreement until shall become parties to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lenders for all purposes of this Agreement from and after the Subsequent Effective Date. Once such time as the aggregate Facility A Additional Revolving Commitments are shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01 hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment as a party to this Agreement together with such Additional Lender’s respective Revolving Commitment and Revoling Proportionate Share, (ii) Schedule 2.01 hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definitions of “Aggregate Revolving Commitment” and “Aggregate Commitment” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, Administrative Agent shall calculate the Revolving Proportionate Share of each Revolving Lender and each Additional Lender holding an Additional Revolving Commitment in each Revolving Loan, L/C Obligation and Swingline Loan then outstanding. Based upon such calculation, each Additional Lender holding an Additional Revolving Commitment shall purchase from the other Revolving Lenders such portion of the Aggregate Revolving Loans, L/C Obligations and Swingline Loans outstanding immediately prior to the Subsequent Effective Date as Administrative Agent determines is necessary to cause each Revolving Lender to hold Revolving Loans, L/C Obligations and Swingline Loans in a principal amount equal to $200,000,000. Each existing Facility A Revolving Lender shall have the right (but not the obligation) to increase its Facility A Revolving Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of overallotment extended to the existing Revolving Lenders) on the same terms and conditions being offered to any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A such Revolving Lender’s increased Facility A Revolving Proportionate Share of such Revolving Loan Borrowings. On and after the Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all outstanding Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed an amount equal to the lesser of (1) the combined Revolving Commitments of the Revolving Lenders and (2) the Borrowing Base; and (ii) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment. By its signature of a counterpart hereof (On and subsequent to its delivery of a completed Administrative Questionnaire to after the Administrative Agent)Subsequent Effective Date, each additional Facility A Additional Lender holding an Additional Revolving Lender Commitment shall be a “Facility A Revolving Lender” Lender under this Agreement and the other Loan Documents for all purposes hereunder with Revolving Commitments and Revolving Proportionate Shares as set forth on Schedule 2.04 shall be automatically amended 2.01 attached hereto in an aggregate amount not to reflect such additional Facility A Revolving Lender’s Facility A exceed the Aggregate Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming , with the rights, duties and obligations of such a “Facility A Revolving Lender” hereunder, each Facility A Revolving Lender shall automatically be responsible for its Facility A Facility A Revolving Commitment Percentage of the Facility A/B Revolving Credit Exposure under this Agreement and shall pay to the Administrative Agent its Facility A Facility A Revolving Commitment Percentage of the Facility A Revolving Loans which shall then be applied to prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section 2.12 and subject to compensation of the Lenders pursuant to Section 2.18Loan Documents.

Additional Revolving Commitments. Subject to the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender, the Parent The Borrower may request request, in minimum amounts of $5,000,000, at any time and from time to time that the existing Facility A Revolving Lenders increase their respective Facility A Revolving Commitments and/or that additional Lenders be added to this Agreement as Revolving Lenders with Revolving Commitments until such time as the aggregate Facility A Total Revolving Commitments are equal to $200,000,000100,000,000; provided, that (i) at the time of the relevant request, no Default or Event of Default shall have occurred and be continuing and that the representations and warranties of the Borrower shall continue to be accurate in all material respects, and (ii) any such additional Lender shall be approved by the Administrative Agent, Issuing Lenders and Swingline Lender (such approval not to be unreasonably withheld or delayed). Each existing Facility A Revolving Lender shall have the right (but not the obligation) to increase its Facility A Revolving Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of overallotment extended to the existing Revolving Lenders) on the same terms and conditions being offered to any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A Revolving Lender’s increased Facility A Revolving Commitment. By its signature of a counterpart hereof confirmation of its increased or additional Revolving Commitment in a form satisfactory to the Borrower and the Administrative Agent (and subsequent to its delivery of a completed or revised Administrative Questionnaire to the Administrative Agent), each increasing or additional Facility A Revolving Lender shall be a “Facility A Revolving Lender” for all purposes hereunder with its increased or additional Revolving Commitment, and Schedule 2.04 1.1(a) shall be automatically amended to reflect any such additional Facility A Revolving Lender’s Facility A new Revolving Commitment and any such increasing Revolving Lender’s new Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming a “Facility A Revolving Lender” hereunder, each Facility A Revolving Lender shall automatically be responsible for its Facility A Facility A Revolving Commitment Percentage of the Facility A/B Revolving Credit Aggregate Exposure and shall pay to the Administrative Agent its Facility A Facility A Revolving Commitment Percentage of the Facility A Revolving Loans (with interest rates applicable thereto as are agreed with the Borrowers) which shall then be applied to prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section 2.12 and subject to compensation of the Lenders pursuant to Section 2.18Lenders.

Additional Revolving Commitments. Subject to the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender, the Parent Borrower may request that the existing Facility A Revolving Lenders increase their respective Facility A Revolving Commitments and/or that additional Lenders be added to this Agreement until such time as the aggregate Facility A Revolving Commitments are equal to $200,000,000. Each existing Facility A Revolving Lender shall have the right (but not the obligation) to increase its Facility A Revolving Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of overallotment extended to the existing Revolving Lenders) on the same terms and conditions being offered to any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A Revolving Lender’s increased Facility A Revolving Commitment. By its signature of a counterpart hereof (and subsequent to its delivery of a completed Administrative Questionnaire to the Administrative Agent), each additional Facility A Revolving Lender shall be a “Facility A Revolving Lender” for all purposes hereunder and Schedule 2.04 shall be automatically amended to reflect such additional Facility A Revolving Lender’s Facility A Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming a “Facility A Revolving Lender” hereunder, each Facility A Revolving Lender shall automatically be responsible for its Facility A Facility A Revolving Commitment Percentage of the Facility A/B Revolving Credit Exposure and shall pay to the Administrative Agent its Facility A Facility A Revolving Commitment Percentage of the Facility A Revolving Loans which shall then be applied to prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section 2.12 and subject to compensation of the Lenders pursuant to Section 2.18.

Additional Revolving Commitments. (a) Subject to the consent terms and conditions set forth herein and in the Existing Credit Agreement, each of Citi, US Bank, BofA, HSBC, PNC, Northern Trust and MS (each, an “Additional Revolving Commitment Lender”) agrees to increase its Revolving Commitment pursuant to Section 2.20 of the Existing Credit Agreement on the Supplement Effective Date (as defined below) in an amount equal to the “Additional Revolving Commitment” set forth opposite each such Additional Revolving Commitment Lender’s name on Exhibit A to this Supplement (each such increased Revolving Commitment, an “Additional Revolving Commitment”). (b) On the Supplement Effective Date, (i) each Additional Revolving Commitment Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to the Additional Revolving Commitments and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans and participations in Letters of Credit and Swingline Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Issuing Bank Company shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the Swingline LenderSupplement Effective Date (it being understood and agreed that this Supplement shall constitute compliance with the notice requirement set forth in Section 2.20 of the Existing Credit Agreement). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount deemed to have been repaid as described in the immediately preceding sentence and, in respect of each Term Benchmark Loan, shall be subject to indemnification by the Parent Borrower may request that the existing Facility A Revolving Lenders increase their respective Facility A Revolving Commitments and/or that additional Lenders be added to this Agreement until such time as the aggregate Facility A Revolving Commitments are equal to $200,000,000. Each existing Facility A Revolving Lender shall have the right (but not the obligation) to increase its Facility A Revolving Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of overallotment extended Company pursuant to the existing Revolving Lenders) provisions of Section 2.16 of the Existing Credit Agreement if the deemed payment occurs other than on the same terms and conditions being offered to any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A Revolving Lender’s increased Facility A Revolving Commitment. By its signature of a counterpart hereof (and subsequent to its delivery of a completed Administrative Questionnaire to the Administrative Agent), each additional Facility A Revolving Lender shall be a “Facility A Revolving Lender” for all purposes hereunder and Schedule 2.04 shall be automatically amended to reflect such additional Facility A Revolving Lender’s Facility A Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming a “Facility A Revolving Lender” hereunder, each Facility A Revolving Lender shall automatically be responsible for its Facility A Facility A Revolving Commitment Percentage last day of the Facility A/B Revolving Credit Exposure and shall pay to the Administrative Agent its Facility A Facility A Revolving Commitment Percentage of the Facility A Revolving Loans which shall then be applied to prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section 2.12 and subject to compensation of the Lenders pursuant to Section 2.18related Interest Periods.

Additional Revolving Commitments. (a) Subject to the consent terms and conditions set forth herein and in the Existing Credit Agreement, each of JPMorgan and MUFG (each, an “Additional Revolving Commitment Lender”) agrees to increase its Revolving Commitment pursuant to Section 2.20 of the Existing Credit Agreement on the Supplement Effective Date (as defined below) in an amount equal to the “Additional Revolving Commitment” set forth opposite each such Additional Revolving Commitment Lender’s name on Exhibit A to this Supplement (each such increased Revolving Commitment, an “Additional Revolving Commitment”). (b) On the Supplement Effective Date, (i) each Additional Revolving Commitment Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to the Additional Revolving Commitments and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans and participations in Letters of Credit and Swingline Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Issuing Bank Company shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the Swingline LenderSupplement Effective Date (it being understood and agreed that this Supplement shall constitute compliance with the notice requirement set forth in Section 2.20 of the Existing Credit Agreement). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount deemed to have been repaid as described in the immediately preceding sentence and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Parent Borrower may request that the existing Facility A Revolving Lenders increase their respective Facility A Revolving Commitments and/or that additional Lenders be added to this Agreement until such time as the aggregate Facility A Revolving Commitments are equal to $200,000,000. Each existing Facility A Revolving Lender shall have the right (but not the obligation) to increase its Facility A Revolving Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of overallotment extended Company pursuant to the existing Revolving Lenders) provisions of Section 2.16 of the Existing Credit Agreement if the deemed payment occurs other than on the same terms and conditions being offered to any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A Revolving Lender’s increased Facility A Revolving Commitment. By its signature of a counterpart hereof (and subsequent to its delivery of a completed Administrative Questionnaire to the Administrative Agent), each additional Facility A Revolving Lender shall be a “Facility A Revolving Lender” for all purposes hereunder and Schedule 2.04 shall be automatically amended to reflect such additional Facility A Revolving Lender’s Facility A Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming a “Facility A Revolving Lender” hereunder, each Facility A Revolving Lender shall automatically be responsible for its Facility A Facility A Revolving Commitment Percentage last day of the Facility A/B Revolving Credit Exposure and shall pay to the Administrative Agent its Facility A Facility A Revolving Commitment Percentage of the Facility A Revolving Loans which shall then be applied to prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section 2.12 and subject to compensation of the Lenders pursuant to Section 2.18related Interest Periods.

Additional Revolving Commitments. Subject Upon Holding’s written notice to the consent of the Administrative Agent, on any Subsequent Effective Date one or more Additional Lenders may, in their sole and absolute discretion, provide additional Revolving Commitments in an amount in excess of $50,000,000, provided that the Issuing Bank aggregate amount of such additional Revolving Commitments shall not exceed the difference of (A) $250,000,000 minus (B) the total of (x) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(d) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Lender, the Parent Borrower may request that the existing Facility A Revolving Lenders increase their respective Facility A Revolving Commitments and/or that additional Lenders be added Commitment and L/C Commitment). Any Additional Lender not already party to this Agreement until shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such time as the aggregate Facility A Additional Revolving Commitments are equal shall be deemed to $200,000,000. Each existing Facility A Revolving Lender have been made available pursuant to this Agreement, (i) Schedule 2.01(b) hereto shall be deemed to have the right (but not the obligation) been amended to increase its Facility A include all Additional Lenders holding an Additional Revolving Commitment based on its Facility A together with such Additional Lender’s respective Revolving Commitment Percentage and Revolving Proportionate Share, (with a pro rata right ii) Schedule 2.01(b) hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of overallotment extended all other Revolving Lenders party hereto, and (iii) the definition of “Aggregate Revolving Commitment” shall be deemed to have been amended to include the existing Additional Revolving Lenders) Commitments provided by such Additional Lenders on the same terms relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and conditions being offered to any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A Revolving Lender’s increased Facility A Revolving Commitment. By its signature of a counterpart hereof (and subsequent to its delivery of a completed Administrative Questionnaire to the Administrative Agent), held by each additional Facility A Revolving Lender shall be a “Facility A adjusted to reflect the changes in the Revolving Lender” for all purposes hereunder Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swingline Loans, then outstanding and Schedule 2.04 whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be automatically amended deemed to reflect such additional Facility A have assigned on the Subsequent Effective Date to each Revolving Lender’s Facility A Revolving Commitment. Upon Lender increasing its Facility A Revolving Commitment or becoming a “Facility A Proportionate Share on the Subsequent Effective Date such portion of such Revolving Lender” hereunder, each Facility A Loans and participations as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Acceptance in respect of the Revolving Loans and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall automatically (i) be responsible for its Facility A Facility A deemed to have assumed such portion of such Revolving Commitment Percentage of Loans and participations and (ii) fund on the Facility A/B Revolving Credit Exposure and shall pay Subsequent Effective Date such assumed amounts to the Administrative Agent its Facility A Facility A Revolving Commitment Percentage for the account of the Facility A assigning Revolving Loans which shall then be applied to prepay amounts outstanding to the other Facility A Revolving Lenders Lender in accordance with Section 2.12 the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. On and subject after each Subsequent Effective Date, after giving effect to compensation any Borrowing of Revolving Loans, (i) the Effective Amount of all Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed the combined Revolving Commitments (inclusive of the Lenders pursuant to Section 2.18Additional Revolving Commitments) of the Revolving Lenders; and (ii) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitment, if any). On and after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment shall be a Revolving Lender under this Agreement and the other Loan Documents for all purposes with a Revolving Commitment and a Revolving Proportionate Share as set forth on Schedule 2.01(b), as deemed amended in clause (i) above, with the rights, duties and obligations of a Revolving Lender under this Agreement and the other Loan Documents.

Additional Revolving Commitments. Subject Upon Holding's written notice to the consent of the Administrative Agent, on the Issuing Bank and the Swingline LenderSubsequent Effective Date one or more Additional Banks may provide additional Revolving Commitments in an aggregate amount not to exceed $11,083,333.33 (each such additional commitment, the Parent Borrower "Additional Revolving Commitment"), which Additional Revolving Commitment may request that the existing Facility A thereafter be made available to Holdings as Revolving Lenders increase their respective Facility A Revolving Commitments and/or that additional Lenders be added Loans. Any Additional Banks shall become parties to this Agreement until by executing a counterpart signature page to this Agreement and shall be treated as a Banks for all purposes of this Agreement from and after the Subsequent Effective Date. Once such time as the aggregate Facility A Additional Revolving Commitments are shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01 hereto shall be deemed to have been amended to include all Additional Banks party to this Agreement together with such Additional Bank's respective Revolving Commitment and Pro Rate Share, (ii) Schedule 2.01 hereto shall be deemed to have been amended to adjust the Pro Rata Share of all other Banks party hereto, and (iii) the definitions of "Aggregate Revolving Commitment" and "Aggregate Commitment" shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Banks on the Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, Agent shall calculate the Pro Rata Share of each Bank and each Additional Bank in each Revolving Loan then outstanding. Based upon such calculation, each Additional Bank shall purchase from the other Banks such portion of the Aggregate Revolving Loans outstanding immediately prior to the Subsequent Effective Date as Agent determines is necessary to cause each Bank to hold Revolving Loans in a principal amount equal to $200,000,000such Bank's Pro Rata Share of such Revolving Loan Borrowings. Each existing Facility A On and after the Subsequent Effective Date, after giving effect to any Borrowing of Revolving Lender Loans, (i) the Effective Amount of all outstanding Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall have the right (but not the obligation) to increase its Facility A Revolving Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of overallotment extended exceed an amount equal to the existing lesser of (1) the combined Revolving LendersCommitments of the Banks and (2) on the same terms Borrowing Base; and conditions being offered to (ii) the Effective Amount of the Revolving Loans of any additional Facility A Revolving Lenders. Schedule 2.04 Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations and the Effective Amount of all Swingline Loans shall be automatically amended to reflect not at any existing Facility A Revolving Lender’s increased Facility A time exceed such Bank's Revolving Commitment. By its signature of a counterpart hereof (On and subsequent to its delivery of a completed Administrative Questionnaire to after the Administrative Agent)Subsequent Effective Date, each additional Facility A Revolving Lender Additional Bank shall be a “Facility A Bank under this Agreement and the other Loan Documents with Revolving Lender” for all purposes hereunder Commitments and Pro Rata Shares as set forth on Schedule 2.04 shall be automatically amended 2.01 attached hereto in an aggregate amount not to reflect such additional Facility A Revolving Lender’s Facility A exceed the Aggregate Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming , with the rights, duties and obligations of such a “Facility A Revolving Lender” hereunder, each Facility A Revolving Lender shall automatically be responsible for its Facility A Facility A Revolving Commitment Percentage of the Facility A/B Revolving Credit Exposure Bank under this Agreement and shall pay to the Administrative Agent its Facility A Facility A Revolving Commitment Percentage of the Facility A Revolving Loans which shall then be applied to prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section 2.12 and subject to compensation of the Lenders pursuant to Section 2.18Loan Documents.

Additional Revolving Commitments. Subject (a) The commitments and undertakings of the Increasing Revolving Lenders and the Additional Revolving Lenders with respect to the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender, the Parent Borrower may request that the existing Facility A Revolving Lenders increase their respective Facility A Revolving Commitments and/or that additional Lenders be added to this Agreement until such time as the aggregate Facility A Additional Revolving Commitments are equal to $200,000,000. Each existing Facility A several and no such Increasing Revolving Lender shall have the right (but not the obligation) to increase its Facility A or Additional Revolving Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of overallotment extended to the existing Revolving Lenders) on the same terms and conditions being offered to Lender will be responsible for any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A Revolving other such Lender’s increased Facility A failure to make Additional Revolving Commitment. By its signature of a counterpart hereof Commitments. (and subsequent to its delivery of a completed Administrative Questionnaire to the Administrative Agent), each additional Facility A b) Each Fifth Amendment Revolving Lender acknowledges and agrees that, as of the Amendment Effective Date, it shall be a “Facility A Lender” and a “Revolving Lender” under, and for all purposes hereunder of, the Amended Credit Agreement and Schedule 2.04 the other Loan Documents, and shall be automatically amended subject to reflect such additional Facility A Revolving Lender’s Facility A Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a “Facility A Revolving Lender” hereunder, each Facility A Lender thereunder. (c) Each Increasing Revolving Lender shall automatically be responsible for its Facility A Facility A and each Additional Revolving Commitment Percentage Lender represents and warrants that it is sophisticated with respect to decisions to provide assets of the Facility A/B type represented by the Additional Revolving Credit Exposure Commitments and shall pay either it, or the Person exercising discretion in making its decision to the Administrative Agent its Facility A Facility A provide Additional Revolving Commitment Percentage Commitments, if any, is experienced in providing assets of such type. (d) Each Fifth Amendment Revolving Lender represents and warrants that it has received a copy of the Facility A Revolving Loans which shall then be applied Credit Agreement and the Collateral Trust Agreement and has received or has been accorded the opportunity to prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section 2.12 and subject to compensation receive copies of the Lenders most recent financial statements delivered pursuant to Section 2.185.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and, with respect to any Increasing Revolving Lender or Additional Revolving Lender, to provide its Additional Revolving Commitments.

Additional Revolving Commitments. Subject to the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender, the Parent Borrower may request that the existing Facility A US$ Revolving Lenders increase their respective Facility A US$ Revolving Commitments and/or that additional Lenders be added to this Agreement until such time as the aggregate Facility A US$ Revolving Commitments are equal to $200,000,000300,000,000. Each existing Facility A US$ Revolving Lender shall have the right (but not the obligation) to increase its Facility A US$ Revolving Commitment based on its Facility A US$ Revolving Commitment Percentage (with a pro rata right of overallotment extended to the existing Revolving Lenders) on the same terms and conditions being offered to any additional Facility A US$ Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A US$ Revolving Lender’s increased Facility A US$ Revolving Commitment. By its signature of a counterpart hereof (and subsequent to its delivery of a completed Administrative Questionnaire to the Administrative Agent), each additional Facility A US$ Revolving Lender shall be a “Facility A US$ Revolving Lender” for all purposes hereunder and Schedule 2.04 shall be automatically amended to reflect such additional Facility A US$ Revolving Lender’s Facility A US$ Revolving Commitment. Upon increasing its Facility A US$ Revolving Commitment or becoming a “Facility A US$ Revolving Lender” hereunder, each Facility A US$ Revolving Lender shall automatically be responsible for its Facility A Facility A US$ Revolving Commitment Percentage of the Facility A/B US Revolving Credit Exposure and shall pay to the Administrative Agent its Facility A Facility A US$ Revolving Commitment Percentage of the Facility A US$ Revolving Loans which shall then be applied to prepay amounts outstanding to the other Facility A US$ Revolving Lenders in accordance with Section 2.12 and subject to compensation of the Lenders pursuant to Section 2.18.

Additional Revolving Commitments. Subject On the Effective Date upon effectiveness of the amendments set forth in Article 2, (i) the Revolving Commitment of each Additional Revolving Lender that has an Existing Revolving Commitment shall be automatically and without further action increased by an amount equal to such Additional Revolving Lender’s Additional Revolving Commitment and (ii) each Additional Revolving Lender that does not have an Existing Revolving Commitment shall automatically and without further action be deemed to be a party to, and a Revolving Lender under, the Amended and Restated Credit Agreement with a new Revolving Commitment in an amount equal to such Revolving Lender’s Additional Revolving Commitment. Immediately after giving effect to the consent of increase in the Administrative AgentRevolving Commitments on the Effective Date (as contemplated by the immediately preceding sentence), the Issuing Bank and the Swingline Lender, the Parent Borrower may request that the existing Facility A Revolving Lenders increase their respective Facility A Revolving Commitments and/or that additional of each Lender whose Revolving Commitments exceed the amount set forth opposite its name on Schedule 3.4 (each, an “Assigning Lender”) shall be automatically assigned to Lenders be added to this Agreement until such time as the aggregate Facility A whose Revolving Commitments are equal to $200,000,000. Each existing Facility A Revolving Lender shall have less than the right amount set forth opposite their names on Schedule 3.4 (but not the obligationeach, an “Assuming Lender”) to increase its Facility A Revolving Commitment based on its Facility A Revolving Commitment Percentage (with a pro rata right of overallotment extended to the existing Revolving Lenders) on the same terms and conditions being offered to any additional Facility A Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing Facility A Revolving Lender’s increased Facility A Revolving Commitment. By its signature of a counterpart hereof (and subsequent to its delivery of a completed Administrative Questionnaire to the Administrative Agent), each additional Facility A Revolving Lender shall be a “Facility A Revolving Lender” for all purposes hereunder and Schedule 2.04 shall be automatically amended to reflect such additional Facility A Revolving Lender’s Facility A Revolving Commitment. Upon increasing its Facility A Revolving Commitment or becoming a “Facility A Revolving Lender” hereunder, each Facility A Revolving Assuming Lender shall automatically be responsible for its Facility A Facility A have assumed Revolving Commitment Percentage Commitments from the Assigning Lenders, in each case, in an amount sufficient so that the Revolving Commitments of the Facility A/B Revolving Credit Exposure and shall pay each Lender is equal to the Administrative Agent amount set forth opposite its Facility A Facility A Revolving Commitment Percentage of the Facility A Revolving Loans which shall then be applied to prepay amounts outstanding to the other Facility A Revolving Lenders in accordance with Section 2.12 and subject to compensation of the Lenders pursuant to Section 2.18name on Schedule 3.4.