Common use of Increase in Revolving Commitments Clause in Contracts

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.

Increase in Revolving Commitments. (a) The Borrower maymay on one or more occasions during the Availability Period request, by written notice to the Administrative Agent from time Agent, the establishment of Incremental Revolving Commitments to timebe provided by Incremental Lenders and in connection therewith cause additional Swingline Commitments to be provided by such Incremental Lenders (not exceeding, request that in the total Revolving Commitment be aggregate for all such new or increased by an Swingline Commitments, the aggregate amount not to exceed of such Incremental Commitments); provided, however, that (i) the amount of each Incremental Facility shall be no less than $75,000,000 and (ii) the aggregate amount of all the Incremental Revolving Facility Amount at Commitments established hereunder shall not exceed $500,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase specify (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amounti) and the date on which such increase is requested to become effective (the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days nor more than 60 days (or such shorter period as may be agreed to by the Administrative Agent) after the date of on which such notice and which, in any event, must be prior is delivered to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after and (ii) the date amount of the Administrative Agent’s notice, either agree Incremental Revolving Commitments being requested (it being agreed that (A) any Lender approached to increase its provide any Incremental Revolving Commitment by all may elect or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline decline, in its sole discretion, to increase its provide such Incremental Revolving Commitment and (and B) any Revolving Person other than an existing Lender that does not deliver such a notice within such period of 10 days shall be deemed the Borrower proposes to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by become an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Incremental Lender shall be subject to the prior written approval of the Administrative Agent, Agent and the Swingline Lender and the Issuing Bank Lenders (which approvals approval shall not be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each The terms and conditions of any Incremental Revolving Commitments and Loans and other extensions of credit to be made thereunder shall be identical to those of the parties hereto hereby agrees that Revolving Commitments hereunder and the Administrative Agent mayLoans and other extensions of credit made thereunder, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltytreated as a single class with such Revolving Commitments and Loans. (c) Notwithstanding the foregoing, no increase in the The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Amendments executed and delivered by the Borrower, each Incremental Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Facility or Incremental Revolving Commitments or new or increased Swingline Commitments relating thereto will become effective under this Section 2.25 unless (i) no Default shall have occurred and be continuing at the time of, and immediately after giving effect to, the effectiveness of such Incremental Revolving Commitments, (ii) on the date of effectiveness thereof, the representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date of such effectiveness, the conditions set forth except where such representations and warranties expressly relate to an earlier date, in paragraphs (b)which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, (ciii) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated the date of such effectiveness confirming satisfaction as of such date and executed by a Financial Officer of the Borrowerconditions referred to in clauses (i) and (ii), (iv) the Borrower shall make any payments required to be made pursuant to Section 2.14 in connection with such Incremental Revolving Commitments and the related transactions under this Section, and (iiv) if requested, the Borrower shall have delivered to the Administrative Agent shall have received such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and other closing certificates documents, consistent with those delivered under Section 4.01 hereof, as shall reasonably be requested by the Administrative Agent in connection with such Incremental Facility. Each Incremental Facility Amendment may, without the consent of any Lender other than the Incremental Lenders party thereto, effect such amendments to this Agreement as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Revolving Lender” and, as applicable, a Swingline Lender, hereunder, and consistent shall thereafter be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder, and (ii)(A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Lender and (B) the aggregate Revolving Commitments shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitments, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentages of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each Revolving Lender, at the principal amount and in the currency thereof (together with those delivered accrued interest in the applicable currency), such interests in the outstanding Revolving Loans and funded participations in Swingline Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and funded participations in Swingline Loans will be held by all the Closing Date under Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in paragraph (a) of this Section 4.02and of the effectiveness of any Incremental Revolving Facility, in each case advising the Lenders of the details thereof and of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to paragraph (e) of this Section.

Increase in Revolving Commitments. (a) The Prior to the Revolving Termination Date, the Borrower maymay submit to the Administrative Agent the Borrower’s written request that the Revolving Commitments be increased, in each case by a minimum amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, up to a total amount so that the Total Revolving Commitments do not exceed on any such occasion $900,000,000 (the requested amount on each such occasion being the “Maximum Revolving Commitments”), and the Administrative Agent shall promptly give notice of such request to each Lender (the “Revolving Commitment Increase Notice”). Within 15 Business Days after its receipt from the Administrative Agent of a Revolving Commitment Increase Notice, each Lender that desires to increase its Revolving Commitment in response to such request (each such Lender, a “Consenting Lender”) shall deliver written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity its election to increase its Revolving Commitment and the maximum amount of such increase (for each Consenting Lender, its “Additional Revolving Commitment”), which may not be larger than the excess of (a) the Maximum Revolving Commitments, over (b) the Total Revolving Commitments then in effect. The failure of any Lender to so notify the Administrative Agent of its election and its Additional Revolving Commitment, if any, shall be deemed to be a refusal by such Lender to increase its Pro Rata Percentage Revolving Commitment. (b) If the sum of the proposed increased amount. Each Revolving Lender shallCommitments then in effect plus the aggregate Additional Revolving Commitments pursuant to Section 2.22(a) is less than the Maximum Revolving Commitments, by notice then the Borrower may obtain the remainder of the Maximum Revolving Commitment from one or more new banks or other financial institutions acceptable to the Borrower and the Administrative Agent given (which acceptance shall not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitmentunreasonably withheld) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving “New Lender”). In Upon (i) the event thatexecution of a Joinder Agreement with respect to this Agreement by such New Lender and acceptance thereof by the Administrative Agent, on (ii) the 10th day after execution and delivery by the Borrower of any Notes requested by the New Lender evidencing its Loans, and (iii) delivery of notice to the Lenders by the Administrative Agent setting forth the effective date of the addition of the New Lender(s) hereunder and the amount of such New Lender(s)’ Revolving Commitment(s), such New Lender(s) shall have delivered a notice pursuant be for all purposes Lender(s) party to this Agreement to the second sentence of this paragraph, same extent as if original parties hereto with Revolving Commitment(s) as set forth on the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested Joinder Agreement executed by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”New Lender(s), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, (i) the Total Revolving Commitments of all Lenders (including any New Lenders) shall not exceed in the aggregate the Maximum Revolving Commitments, and (ii) the Revolving Commitments of all Lenders that each Augmenting Revolving Lender shall be subject are parties hereto prior to the prior written approval addition of the Administrative Agent, the Swingline any New Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested affected by the Borrower if addition of such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltyNew Lender. (c) Notwithstanding If the foregoingTotal Revolving Commitments are increased in accordance with this Section, no the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. (d) Prior to any increase in the Revolving Commitments shall become becoming effective under pursuant to this Section 2.25 unless (i) on 2.22, Borrower shall deliver such opinions of counsel for the date Borrower with respect thereto as the Administrative Agent may reasonably request, no Default or Event of such effectivenessDefault shall then exist or have occurred and be continuing, and the other conditions set forth in paragraphs (b)Section 4.2 shall have been satisfied. Effective on the date on which the increase in Revolving Commitments pursuant to this Section 2.22 takes effect, which date shall be mutually agreed upon by the Borrower, the Administrative Agent, and each Lender or New Lender increasing or providing, as the case may be, its Revolving Commitments, (ci) all Loans outstanding hereunder shall be converted into, and shall be advanced as, Eurodollar Loans or ABR Loans (dor both) as selected by the Borrower by notice to the Administrative Agent in accordance with the provisions of Section 4.01 shall be satisfied 2.22, such that all such Loans are held by the Lenders (treating including any New Lenders) in the effectiveness proportion of their Revolving Percentages, as determined taking into account the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerCommitments, and (ii) if requestedeach New Lender and each other Lender increasing its Revolving Commitment shall advance any additional amounts to be advanced by it hereunder, by making funds available to the Administrative Agent, in immediately available funds, not later than 1:00 p.m. Charlotte, North Carolina time on such date. After the Administrative Agent’s receipt of such funds, the Administrative Agent shall have received legal opinionsdisburse to the non-Consenting Lenders any resulting repayments of such outstanding Loans. If any conversion or payment of a Eurodollar Loan pursuant to the foregoing provisions occurs on a day that is not the last day of the applicable Interest Period, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under provisions of Section 4.022.18 shall apply thereto.

Increase in Revolving Commitments. On the First Amendment Effective Date, (ai) The Borrower may, by written notice each of the existing Revolving Credit Lenders shall assign to the Administrative Agent New Revolving Credit Lender, and the New Revolving Credit Lender shall purchase from time each of the existing Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans and participations in L/C Borrowings (if any) outstanding on the First Amendment Effective Date as shall be necessary in order that, after giving effect to timeall such assignments and purchases, request such Revolving Credit Loans and participations in L/C Borrowings will be held by existing Revolving Credit Lenders and the New Revolving Credit Lender ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of the New Revolving Credit Commitment to the Revolving Credit Commitments, (ii) the New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Revolving Credit Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (iii) the New Revolving Credit Lender shall become a Revolving Credit Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. By its execution of this Amendment, the New Revolving Credit Lender hereby confirms and agrees that, on and after the First Amendment Effective Date, (i) it shall be and become a party to the Amended Credit Agreement (as defined below) as a Revolving Credit Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Revolving Credit Lender thereunder with the Revolving Credit Commitment applicable to such New Revolving Credit Lender identified on Schedule 2.01 attached hereto and (ii) it shall be and become a party to the Amended Credit Agreement (as defined below) as an L/C Issuer, and shall have all of the rights and be obligated to perform all of the obligations of an L/C Issuer thereunder with the L/C Commitment applicable to such New Revolving Credit Lender identified on Schedule 2.03 attached hereto. The New Revolving Credit Lender further (i) acknowledges that it has received a copy of the total Credit Agreement and the schedules and exhibits thereto and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Amendment and extend its Revolving Credit Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by and L/C Commitment, (ii) acknowledges that it has independently and without reliance upon the Administrative Agent, the Administrative Agent shall deliver a copy thereof any other L/C Issuer, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 enter into this Amendment and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice a Lender and which, in any event, must be prior to the Revolving Credit Maturity Date)an L/C Issuer, and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall(iii) agrees that it will, by notice to the Borrower independently and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of without reliance upon the Administrative Agent, any other L/C Issuer or any other Lender, and based on such documents and information as it shall deem appropriate at the Swingline Lender time, continue to make its own credit and legal decisions in taking or not taking action under the Amended Credit Agreement and the Issuing Bank (which approvals shall not other Loan Documents. Upon the First Amendment Effective Date, the Revolving Credit Commitment of each Revolving Credit Lender will be unreasonably withheld or delayed), as set forth on Schedule 2.01 attached hereto as Annex A and the Borrower and L/C Commitment of each Augmenting Revolving Lender shall execute all such documentation L/C Issuer will be as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments on Schedule 2.03 attached hereto as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.Annex B.

Increase in Revolving Commitments. (a) Subject to the conditions set forth in clauses (b) and (c) of this Section 2.02, MMP may request that the amount of the aggregate Revolving Commitments be increased one or more times, in each case in a minimum amount of $5,000,000.00 or in integral multiples of $5,000,000.00 in excess thereof; provided that the aggregate Revolving Commitments after any such increase may not exceed $150,000,000. (b) Each such increase shall be effective only upon the following conditions being satisfied: (i) the Agent, the Swing Line Bank and each Issuing Bank shall have approved such increase, each such approval not to be unreasonably withheld or delayed, (ii) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (iii) either the Banks having Revolving Commitments hereunder at the time the increase is requested agree to increase their Revolving Commitments in the amount of the requested increase or other financial institutions agree to make a Revolving Commitment in the amount of the difference between the amount of the increase requested by the Co-Borrowers and the amount by which the Banks having Revolving Commitments hereunder at the time the increase is requested are increasing their Revolving Commitments, (iv) such Banks and other financial institutions, if any, shall have executed and delivered to the Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (v) the Co-Borrowers shall have delivered such evidence of authority for the increase (including without limitation, certified resolutions of the applicable managers and/or members of the Co-Borrowers authorizing such increase) as the Agent may reasonably request. (c) Each financing institution to be added to this Agreement as described in Section 2.02(b)(iii) above shall execute and deliver to the Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Revolving Commitment as described in Section 2.02(b)(iii) shall execute and deliver to the Agent a Commitment Increase Agreement pursuant to which it increases its Revolving Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in the principal amount of the Revolving Commitment of such Bank, and for each Bank increasing its Revolving Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Revolving Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Bank Agreement or Commitment Increase Agreement. In the event a replacement Note is issued to a Bank, such Bank shall ▇▇▇▇ the original note as “REPLACED” and shall return such original Note to the Co-Borrowers. Upon execution and delivery to the Agent of the Note and the execution by the Agent of the relevant New Bank Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Revolving Commitment as specified therein, or such existing Bank’s Revolving Commitment shall increase as specified therein, as the case may be, and the Agent shall notify MMP and all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 2.01 reflecting such additions or increase together with a schedule showing the revised L/C Sub-limit Caps. (d) Notwithstanding anything to the contrary in this Section 2.02, the Banks having Revolving Commitments hereunder at the time any such increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Revolving Commitments by their Revolving Percentage to the extent of such increase. The Borrower mayAgent shall not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Revolving Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Revolving Commitments hereunder until each of such Banks have agreed to increase their Revolving Commitments or declined to do so. To facilitate the Banks’ right of first refusal, MMP shall, by written notice to the Administrative Agent from time (which shall promptly deliver a copy to timeeach Bank) given not less than 30 days prior to the requested effective date of the increase in Revolving Commitments (the “Increase Effective Date”), request that the total Banks increase their Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amountCommitments. Each Revolving Lender Bank shall, by notice to the Borrower MMP and the Administrative Agent given not more later than 10 15 days after the date following receipt of the Administrative AgentMMP’s noticerequest, either agree to advise MMP whether or not it will increase its Revolving Commitment by all or a portion Commitments as of the offered amount (each Revolving Lender Increase Effective Date. Any Bank that has not so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (advised MMP and any Revolving Lender that does not deliver the Agent by such a notice within such period of 10 days day shall be deemed to have declined to agree to such increase in its Revolving Commitment. The decision to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender Commitment hereunder shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the sole discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltyeach Bank. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.

Increase in Revolving Commitments. (a) The Subject to the terms and conditions set forth herein, the Borrower may, by at any time during the period commencing as of the Closing Date and ending as of the Termination Date, upon written notice to the Administrative Agent from time Agent, cause an increase in the Aggregate Revolving Committed Amount by up to time, request that the total Revolving Commitment be increased by ONE HUNDRED TWENTY FIVE MILLION DOLLARS ($125,000,000) (to an aggregate amount not more than SIX HUNDRED MILLION DOLLARS ($600,000,000)); provided, that such increase shall be conditioned and effective upon the satisfaction of the following conditions: (i) the Borrower shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall any Lender be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity required to increase its Revolving Commitment without its written consent); (ii) unless otherwise agreed to by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after and the date Borrower, any such increase shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the Administrative Agent’s noticeremaining amount, either agree to increase its Revolving Commitment by all or a portion of the offered amount if less); (each Revolving Lender so agreeing being an “Increasing Revolving Lender”iii) or decline to increase its Revolving Commitment (and if any Revolving Lender that does not deliver Loans are outstanding at the time of any such a notice within increase, the Borrower shall make such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, payments and adjustments on the 10th day after Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (iv) the Borrower shall pay to the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and Arranger all fees required under the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made Engagement Letter due in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation connection with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness syndication of the increase in the Revolving Commitments as Committed Amount; (v) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; and (vi) the conditions to the making of a “Credit Event” for Revolving Loan set forth in Section 4.02 shall be satisfied. In connection with any such purposes) increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Administrative Agent Borrower shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowerprovide supporting corporate resolutions, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions promissory notes and other closing certificates items as may be reasonably requested by the Administrative Agent and consistent with those delivered on the Lenders in connection therewith. The Borrower shall not be permitted to cause more than four (4) increases in the Aggregate Revolving Committed Amount following the Closing Date under Section 4.02Date.

Increase in Revolving Commitments. (a) The Borrower maymay at any time, by written notice to the Administrative Agent from time to timeAgent, request Additional Credit Commitments from one or more Additional Credit Lenders, which may include any existing Lender; provided that at no time shall the total Revolving Commitment be increased by an aggregate amount not of Additional Credit Commitments effected pursuant to this paragraph exceed $200,000,000; provided further that each Additional Credit Lender (and any increase in the Incremental Revolving Facility Amount at such time. Upon Commitment of an Additional Credit Lender that is an existing Lender) shall be subject to the receipt approval of such request by the Administrative Agent, the Administrative Agent Swing Line Lender and each L/C Issuer (which approvals shall deliver a copy thereof to each Revolving Lendernot be unreasonably withheld). Such Each such notice shall set forth (A) the amount of the Additional Credit Commitments being requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount50,000,000) and (B) the date on which such increase is Additional Credit Commitments are requested to become effective (which shall not be not less than 10 Business Days ten business days (or such shorter period as may be acceptable to the applicable Additional Credit Lender) nor more than 60 45 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity (an “Increase Effective Date”), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the ). (b) The Borrower and each Person that in its sole discretion agrees to be an Additional Credit Lender in accordance with paragraph (a) above shall execute and deliver to the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (Additional Credit Assumption Agreement and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving the Additional Credit Commitment and/or its status of such Additional Credit Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Additional Credit Assumption Agreement, each such Additional Credit Lender shall, to the extent not an existing Lender, become a Revolving Lender hereunder, Any such increase may hereunder and this Agreement shall be made in an amount that is less than deemed amended to the increase requested by extent (but only to the Borrower if such Borrower is unable extent) necessary to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersreflect the existence and terms of the Additional Credit Commitment evidenced thereby. (bc) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, may take any and all action actions as may be reasonably necessary to ensure that that, after giving effect to any increase Additional Credit Commitment pursuant to this Section 2.252.21, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentagespro rata percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, Agent (iA) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (iiB) by causing Non-Increasing Revolving the existing Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Additional Credit Lenders, which assignments shall be deemed to be effective pursuant to Section 9.04 or (iiiC) by any combination of the foregoing. Any prepayment or assignment described Notwithstanding the foregoing, in order to eliminate any break funding liability of the Borrower, if, upon the date that any Additional Credit Commitment becomes effective pursuant to this Section 2.21, there is an unpaid principal amount of Revolving Loans to the Borrower, the principal outstanding amount of all such Revolving Loans shall (x) in the case of Revolving Loans which are Base Rate Loans, be immediately prepaid by the Borrower (but all such Base Rate Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the revised Commitments as then in effect) and (y) in the case of Eurocurrency Rate Loans, continue to remain outstanding (notwithstanding any other requirement in this paragraph (bAgreement that such Eurocurrency Rate Loans be held on a pro rata basis based on the revised Commitments as then in effect) until the end of the then current Interest Period therefor, at which time such Eurocurrency Rate Loans shall be subject paid by the Borrower to the Revolving Lenders on a pro rata basis, based on their Commitments (if any) immediately prior to giving effect to any Additional Credit Commitments (but all such Eurocurrency Rate Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the Commitments as then in effect); provided, further, however, that if any Event of Default occurs prior to the end of the then current Interest Period for any such outstanding Eurocurrency Rate Loan, each Additional Credit Lender will promptly purchase assignments of each such Eurocurrency Rate Loan at par (which assignments shall be deemed effective under Section 2.169.04) in such amounts so that immediately after giving effect thereto, but shall otherwise be without premium or penaltysuch Eurocurrency Rate Loans are held by the Lenders pro rata in accordance with their Commitments (including the Additional Credit Commitments). (cd) Notwithstanding the foregoing, no increase in the Revolving Commitments Additional Credit Commitment shall become effective under this Section 2.25 2.21 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (ca) and (db) of Section 4.01 4.02 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Responsible Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from At any time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date, the Parent may effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a “Revolving Facility Increase”), by designating either one or more of the existing Revolving Lenders (each of which, in its sole discretion, may determine whether and shall offer each to what degree to participate in such Revolving Facility Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent, the Issuing Lenders and the Swingline Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Additional Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting such Revolving Lender Facility Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Revolving Facility Increases shall not exceed $250,000,000, and (C) except as otherwise provided below, all Revolving Commitments and Revolving Advances provided pursuant to a Revolving Facility Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase increases in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in Increasing Revolving Lenders plus the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerAdditional Revolving Lenders upon giving effect to a Revolving Facility Increase shall not, and in the aggregate, exceed the amount of such Revolving Facility Increase. The Parent shall provide prompt notice of any proposed Revolving Facility Increase pursuant to this clause (iid)(i) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by to the Administrative Agent and consistent with those delivered the Lenders. This Section 2.1(d)(i) shall not be construed to create any obligation on any of the Closing Date under Section 4.02Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrowers or to arrange for any other Person to advance or to commit to advance any credit to the Borrowers.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $30,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such request to each Revolving Lender. Such notice The Borrower shall set forth in each such request the amount of the requested increase in the Total Revolving Commitment (which amount shall be in minimum increments of $500,000 10,000,000 and a minimum amount of at least $2,500,000 or equal to the remaining Incremental Revolving Facility Amount10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving such Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphas set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend commit to making Revolving Commitments or increase their existing Loans pursuant to a Revolving Commitments Commitment hereunder in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)no less than $10,000,000, and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Lender Commitment hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) . Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, may take any and all action actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.252.02, the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Lenders Commitments in accordance with their new Pro Rata Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, : (iw) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, Borrowings; (iix) by causing the Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.02(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders and/or Augmenting would hold such Borrowings other than in accordance with their new Revolving Lenders, Facility Percentages; or (iiiz) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.163.02, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent (which shall promptly notify all of the Lenders), the Borrower may from time to time, time request an increase in the Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a “Revolving Credit Commitment Increase”; provided that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of (i) any such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal 15,000,000, (ii) the Borrower may make a maximum of four such requests and (iii) after giving effect to any such increase, the remaining Incremental aggregate amount of the Revolving Facility Amount) Credit Commitments and the date on Term Facilities shall not exceed $1,000,000,000 at any time. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase (which it may determine in its sole discretion) its Revolving Credit Maturity Date)Commitment and, and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage Share of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (. The Administrative Agent shall notify the Borrower and each Revolving Lender so declining or being deemed of the Lenders’ responses to have declined being a Non-Increasing Revolving Lender”)each request made hereunder. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphthat insufficient Revolving Credit Commitments are received, the Increasing Borrower may request additional Revolving Lenders Credit Commitments from new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignee shall have agreed pursuant to become a Revolving Credit Lender hereunder and the preceding sentence to increase their Revolving Commitments by an aggregate Borrower also may reduce the amount of such requested increase, so long as such reduced amount is not less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed minimum amount; provided, however, that each Augmenting Revolving Lender . Schedule 2.01 shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute modified accordingly for all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltyCredit Commitments. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.

Increase in Revolving Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent at any time and from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request upon prior written notice by the Administrative Agent, Borrowers to the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth increase the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Aggregate Revolving Commitments by an aggregate amount less than (but not the increase requested Letter of Credit Sublimit or the Swingline Sublimit) with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, Borrowers and reasonably acceptable to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank Bank; provided that: (which approvals i) the aggregate principal amount of any increases in the Revolving Commitments pursuant to this Section 2.1(c) shall not be unreasonably withheld or delayedto exceed FIFTY MILLION DOLLARS ($50,000,000), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any ; (ii) any such increase may shall be made in an a minimum principal amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (biii) Each no Default or Event of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any Default shall exist before and all action as may be reasonably necessary to ensure that immediately after giving effect to such increase; (iv) the Credit Parties shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any such increase in the Revolving Commitments, with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Parent for which financial statements have been delivered pursuant to Section 7.1; (v) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (A) any new Lender providing a Revolving Commitment in connection with any increase pursuant to in Aggregate Revolving Commitments shall (1) join this Section 2.25, the outstanding Revolving Loans (if any) are held Agreement by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of executing such joinder documents reasonably required by the Administrative Agent, following consultation with (2) provide a Revolving Commitment of at least $10,000,000 (or any lesser amount as the Borrower, Borrowers and the Administrative Agent may agree in their sole discretion) and (i3) by requiring qualify as an Eligible Assignee and (B) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty.Administrative Agent; (cvii) Notwithstanding the foregoing, no any such increase in the Revolving Commitments shall become effective be subject to receipt by the Administrative Agent of a certificate of the Parent dated as of the date of such increase signed by an Authorized Officer of the Parent (A) certifying and attaching the resolutions adopted by each Borrower and each Guarantor approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Credit Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.1(c), the representations and warranties contained in Section 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.1, and (2) no Default or Event of Default exists; and (viii) to the extent that the joinder or commitment agreements described in clause (vi) above provide for an applicable margin of, and/or commitment fee for, additional Revolving Commitments greater than the Applicable Margin and/or Commitment Fee with respect to the existing Revolving Commitments at such time, the Applicable Margin and/or the Commitment Fee (as applicable) for the existing Revolving Commitments shall be increased automatically (without the consent of Required Lenders) such that the Applicable Margin and/or the Commitment Fee (as applicable) for such existing Revolving Commitments is not less than the applicable margin and/or the commitment fee (as applicable) for such additional Revolving Commitments. The Borrowers shall prepay any Revolving Loans owing under this Section 2.25 unless (i) Agreement on the date of any such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and to the Administrative Agent shall have received a certificate extent necessary to that effect dated such date and executed by a Financial Officer of keep the Borrower, and (ii) if requested, outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date Revolving Commitments under Section 4.02this Section.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default, by written upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time, request that an increase in the total Total Revolving Commitment be increased Commitments by an aggregate amount (for all such requests) not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of exceeding $75,000,000; provided that (i) any such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to 10,000,000, and (ii) the remaining Incremental Borrower may make a maximum of three such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Facility Amount) and the date on which such increase Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Revolving Credit Maturity DateLenders), and shall offer each . (b) Each Revolving Lender shall notify the opportunity Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Revolving Percentage of the proposed increased amountsuch requested increase. Each Any Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment. (c) (The Administrative Agent shall notify the Borrower and each Revolving Lender so declining or being deemed of the Revolving Lenders’ responses to have declined being each request made hereunder. To achieve the full amount of a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to requested increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be and subject to the prior written approval of the Administrative Agent, the Swingline Issuing Lender and the Issuing Bank Swingline Lender (which approvals shall not be unreasonably withheld or delayedwithheld), the Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (d) If the Total Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and each Augmenting the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Lender Lenders of the final allocation of such increase and the Increase Effective Date. (e) As a condition precedent to such increase, the Borrower shall execute all such documentation as deliver to the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Revolving Lender hereunder, Any such increase may be made in an amount that is less than Responsible Officer of the increase requested Borrower (i) certifying and attaching the resolutions adopted by the Borrower if approving or consenting to such Borrower is unable to arrange forincrease, or chooses not to arrange for, Augmenting Revolving Lenders. and (bii) Each in the case of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any certifying that, before and all action as may be reasonably necessary to ensure that after giving effect to any increase such increase, (A) the representations and warranties contained in Section 4 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.20, the representations and warranties contained in Section 4.1 shall be deemed to refer to the most recent statements furnished pursuant to this Section 2.256.1, and (B) no Default exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.15) to the extent necessary to keep the outstanding Revolving Loans (if any) are held by the ratable with any revised Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by Percentages arising from any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no nonratable increase in the Revolving Commitments shall become effective under this Section. (f) This Section 2.25 unless (i) on shall supersede any provisions in Sections 2.19 or 10.1 to the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent (which shall promptly deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity DateLenders), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested executed by the Borrower, such Borrower may arrange for Company and one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting Revolving "Increasing Lender”"), which may include any Lender, to extend cause Revolving Commitments to be extended by the Increasing Lenders (or increase their existing cause the Revolving Commitments of the Increasing Lenders to be increased, as the case may be) in an amount not less than $5,000,000 and in an aggregate amount equal to the unsubscribed amount; that is an integral multiple of $1,000,000 for each Increasing Lender set forth in such notice, provided, however, that (a) the aggregate amount of all new Revolving Commitments and increases in existing Revolving Commitments pursuant to this paragraph during the term of this Agreement shall in no event exceed $25,000,000, (b) each Augmenting Revolving Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank Agent (which approvals approval shall not be unreasonably withheld or delayed)withheld) and (c) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as delivering to the Administrative Agent shall reasonably specify a duly executed accession agreement in a form satisfactory to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent mayand the Company (an "Accession Agreement"). New Revolving Commitments and increases in Revolving Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in consultation with such Accession Agreement. Upon the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to effectiveness of any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by in the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds Commitment of a new Revolving BorrowingLender already a party hereto, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) Schedule 2.01 shall be subject deemed to Section 2.16, but shall otherwise be without premium or penalty. (c) have been amended to reflect the increased Revolving Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Revolving Commitments (or in the Revolving Commitment of any Lender) shall become effective under this Section 2.25 unless (i) unless, on the date of such effectivenessincrease, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect certificate, dated as of the effective date of such date increase and executed by a Financial Officer of the BorrowerCompany, to the effect that the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase). Following any extension of a new Revolving Commitment or increase of a Lender's Revolving Commitment pursuant to this Section 2.18, any Revolving Loans outstanding prior to the effectiveness of such extension or increase shall continue outstanding until the ends of the respective Interest Periods applicable thereto, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent then be repaid or refinanced with those delivered on the Closing Date under new Revolving Loans made pursuant to Section 4.022.01.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time after the First Amendment Effective Date request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or 10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the First Amendment Effective Date (together with the amount of Term Commitment Increases effected pursuant to Section 2.15) shall not exceed an amount equal to the remaining Incremental sum of (x) $175,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 1.75:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Revolving Facility AmountCredit Commitment Increases and all simultaneous Term Commitment Increases not utilizing the amounts in clause (x) or in proviso (ii)(A) of Section 2.15(a) below) and the date on which any other transaction in connection therewith (including any acquisition, disposition and/or incurrence or repayment of other Indebtedness); provided that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x). The Borrower may request additional Revolving Credit Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such increase is requested to Eligible Assignees shall become effective (which Revolving Credit Lenders hereunder. Schedule 2.01 shall be not less than 10 Business Days nor more than 60 days after the date of modified accordingly for all such notice and which, in any event, must be prior to the new Revolving Credit Maturity Date), Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the Borrower shall not be obligated to offer each Revolving any existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease. (b) Each of If the parties hereto hereby agrees that Commitments are increased in accordance with this Section 2.14, the Administrative Agent mayand the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in consultation with the case of the Borrower, take any certifying that, before and all action as may be reasonably necessary to ensure that after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any increase pursuant such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in all respects) as of such earlier date, and except that for purposes of this Section 2.252.14, the outstanding Revolving Loans representations and warranties contained in clauses (if anya) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph and (b) of Section 5.05 shall be subject deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 2.166.01, but (B) no Default exists and (C) the Borrower shall otherwise be without premium or penaltyin pro forma compliance with each of the financial covenants set forth in Section 7.10 (assuming, solely for such purpose, that the full amount of all simultaneous Revolving Credit Commitment Increases and Term Commitment Increases are drawn on the Increase Effective Date and any related transactions are consummated on such date). (c) Notwithstanding On each Increase Effective Date, (i) the foregoingBorrower shall prepay Revolving Credit Loans outstanding on such Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05), no including with the proceeds of new Revolving Credit Borrowings, to the extent necessary to keep Revolving Credit Loans ratable with any revised Pro Rata Shares (in respect of the Revolving Credit Facility) arising from any nonratable increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower2.14, and (ii) if requestedany L/C Advances are then outstanding pursuant to Section 2.03(c)(iii) or any participations in Swing Line Loans pursuant to Section 2.04(c)(ii) are outstanding, each Additional Revolving Credit Lender and each existing Revolving Credit Lender increasing its Revolving Credit Commitments shall make such L/C Advances or fund such participations in Swing Line Loans, and the Administrative Agent L/C Advances or participations in Swing Line Loans of existing Revolving Credit Lenders not increasing their Revolving Credit Commitments shall have received legal opinionsbe repaid, board resolutions in each case, to the extent necessary to keep such L/C Advances and other closing certificates reasonably requested by participations ratable with any revised Pro Rata Shares (in respect of the Administrative Agent Revolving Credit Facility) arising from any nonratable increase in the Commitments pursuant to this Section 2.14. For the avoidance of doubt, it is understood and consistent with those delivered on agreed that the Closing Date under Borrower may pay fees (including upfront fees) to each Lender that provides a Revolving Credit Commitment Increase. (d) This Section 4.02shall supersede any provisions in Section 2.13 and Section 10.01 to the contrary.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right at any time and from time to time on not more than 2 different occasions during the period from the Effective Date to but excluding the Revolving Termination Date to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender shall be subject after giving effect to any such increases the prior written approval aggregate amount of the Revolving Commitments shall not exceed $200,000,000 less the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.11. Each such increase in the Revolving Commitments must be in the aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, such Lenders to be mutually agreed upon by the Administrative Agent and the Borrower and any approval of a Lender suggested by one shall not be unreasonably withheld, conditioned or delayed by the other. No Revolving Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Revolving Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.3.(j) that 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 Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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 (or other individual performing similar functions) of (A) all partnership 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) if requestedan opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.14. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02may reasonably request.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time (which shall promptly deliver a copy to timeeach of the Lenders), request that the total Revolving Commitment Commitments be increased; provided that the total Revolving Commitments shall not be increased by an aggregate amount not more than $250,000,000 during the term of this Agreement pursuant to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lenderthis Section. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental total Revolving Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor or more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Datenotice), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Applicable Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the total Revolving Commitments requested by the Borrower, such the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Revolving Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, each Issuing Bank and the Swingline Lender and the Issuing Bank (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the total Revolving Commitments may be made in an amount that which is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the total Revolving Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Revolving Commitment ratably in accordance with their Applicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the parties hereto hereby agrees that Types and for the Administrative Agent mayInterest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and the Augmenting Lenders, if any) ratably in consultation accordance with the Borrower, take any and all action as may be reasonably necessary to ensure that their respective Revolving Commitments (calculated after giving effect to any increase the Commitment Increase). The payments made pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, clause (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds above in respect of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) each Eurodollar Loan shall be subject to Section 2.16, but shall otherwise be without premium or penalty2.15. (c) Increases and new Commitments created pursuant to this Section 2.19 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Revolving Commitments (or in the Revolving Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section 2.25 unless (i) on the date of such effectivenessincrease, the conditions set forth in paragraphs (b), (ca) and (db) of Section 4.01 4.02 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by (with sufficient copies for each of the Administrative Agent and Lenders) documents consistent with those delivered on the Closing Effective Date under clauses (b) and (c) of Section 4.024.01.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time after the Closing Date request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or 10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Closing Date (together with the amount of Term Commitment Increases effected pursuant to Section 2.15) shall not exceed an amount equal to the remaining Incremental Revolving Facility Amountsum of (x) and $175,000,000 plus (y) such additional amounts as would not cause the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after Consolidated First Lien Secured Leverage Ratio as of the date of such notice and which, in any event, must be most recently completed Reference Period prior to the incurrence of such additional Indebtedness to exceed 2.75:1.00 on a Pro Forma Basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Revolving Credit Maturity DateCommitment Increases and all simultaneous Term Commitment Increases not utilizing the amounts in clause (x) or in proviso (ii)(x) of Section 2.15(a) below) and any other transaction in connection therewith (including any acquisition, disposition and/or incurrence or repayment of other Indebtedness); provided that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x). The Borrower may request additional Revolving Credit Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignees shall become Revolving Credit Lenders hereunder. Schedule 2.01 shall be modified accordingly for all such new Revolving Credit Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the Borrower shall not be obligated to offer each Revolving any existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease. (b) Each of If the parties hereto hereby agrees that Commitments are increased in accordance with this Section 2.14, the Administrative Agent mayand the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in consultation with the case of the Borrower, take any certifying that, before and all action as may be reasonably necessary to ensure that after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, to the extent any increase pursuant such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent any such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in all respects) as of such earlier date, and except that for purposes of this Section 2.252.14, the outstanding Revolving Loans representations and warranties contained in clauses (if anya) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph and (b) of Section 5.05 shall be subject deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 2.166.01, but (B) no Default exists and (C) the Borrower shall otherwise be without premium or penaltyin compliance on a Pro Forma Basis as of the most recently completed Reference Period prior to the incurrence of such additional Indebtedness with each of the financial covenants set forth in Section 7.10 (assuming, solely for such purpose, that the full amount of all simultaneous Revolving Credit Commitment Increases and Term Commitment Increases are drawn on the Increase Effective Date and any related transactions are consummated on such date). (c) Notwithstanding On each Increase Effective Date, (i) the foregoingBorrower shall prepay Revolving Credit Loans outstanding on such Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05), no including with the proceeds of new Revolving Credit Borrowings, to the extent necessary to keep Revolving Credit Loans ratable with any revised Pro Rata Shares (in respect of the Revolving Credit Facility) arising from any nonratable increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower2.14, and (ii) if requestedany L/C Advances are then outstanding pursuant to Section 2.03(c)(iii) or any participations in Swing Line Loans pursuant to Section 2.04(c)(ii) are outstanding, each Additional Revolving Credit Lender and each existing Revolving Credit Lender increasing its Revolving Credit Commitments shall make such L/C Advances or fund such participations in Swing Line Loans, and the Administrative Agent L/C Advances or participations in Swing Line Loans of existing Revolving Credit Lenders not increasing their Revolving Credit Commitments shall have received legal opinionsbe repaid, board resolutions in each case, to the extent necessary to keep such L/C Advances and other closing certificates reasonably requested by participations ratable with any revised Pro Rata Shares (in respect of the Administrative Agent Revolving Credit Facility) arising from any nonratable increase in the Commitments pursuant to this Section 2.14. For the avoidance of doubt, it is understood and consistent with those delivered on agreed that the Closing Date under Borrower may pay fees (including upfront fees) to each Lender that provides a Revolving Credit Commitment Increase. (d) This Section 4.02shall supersede any provisions in Section 2.13 and Section 10.01 to the contrary.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases shall not exceed $100,000,000.00 (i.e. after giving effect to any such increases, the aggregate amount of Revolving Lender Commitments shall not exceed $350,000,000.00). Each such increase in the Revolving Commitments must be subject to the prior written approval an aggregate minimum amount of the $5,000,000.00 and integral multiples of $5,000,000.00 in excess thereof. The Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the then-existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.4(j) that 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. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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 all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase; (ii) if requested, an opinion of counsel to the Borrower addressed to the Administrative Agent shall have received legal opinionsand the Lenders, board resolutions and other closing certificates covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving L▇▇▇▇▇’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and consistent (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with those delivered on “know your customer” and Anti-Money Laundering Laws, including without limitation, the Closing Date Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment shall (w) constitute Obligations under Section 4.02this Agreement and the other applicable Loan Documents, (x) intentionally omitted, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Loan Termination Date, and (z) have terms identical to the existing Revolving Commitments.

Increase in Revolving Commitments. (a) On the First Amendment Effective Date, the Aggregate Revolving Commitments are being increased from $100 million to $450 million. The Borrower may, by written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by of each Lender (whether an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be existing Lender prior to the Revolving Credit Maturity DateFirst Amendment Effective Date or a New Lender (as defined below), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice ) after giving effect to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, is as set forth on the 10th day after the Administrative Agent shall have delivered a notice pursuant revised Schedule 2.01 attached to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersAmendment. (b) Each of On the parties hereto hereby agrees that the Administrative Agent mayFirst Amendment Effective Date, McAfee shall repay and reborrow Revolving Loans in consultation with the Borrowersuch amounts as shall be necessary in order that, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25all such repayments and reborrowings, the outstanding such Revolving Loans (if any) are and participation interests in L/C Obligations will be held by the Revolving Lenders each Lender ratably in accordance with their new Pro Rata Percentages. This may be accomplished at its Revolving Commitment after giving effect to the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltyFirst Amendment. (c) Notwithstanding The Borrowers, the Guarantors and each New Lender (as hereinafter defined) hereby acknowledge, agree and confirm that each Person that did not have a Revolving Commitment prior to the First Amendment Effective Date (each, a “New Lender”) shall from and after the First Amendment Effective Date be deemed to be a party to the Credit Agreement and a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents as if such Lender had executed the Credit Agreement, including without limitation, the Revolving Commitment of each New Lender set forth on Schedule 2.01 attached to this Amendment and Revolving Loans thereunder shall constitute Revolving Commitments and Revolving Loans under, and shall be entitled to all the benefits afforded by, the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, no increase in benefit equally and ratably from the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02Guaranty.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or 15,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Closing Date (together with the amount of Term Commitment Increases effected pursuant to Section 2.15) shall not exceed an amount equal to the remaining Incremental greater of (x) $300,000,000 and (y) an amount that would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (and assuming for purposes of such calculation that such Revolving Facility Amount) Credit Commitment Increase is fully drawn). The Borrower may request additional Revolving Credit Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignees shall become Revolving Credit Lenders hereunder. Schedule 2.01 shall be modified accordingly for all such new Revolving Credit Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the date on which such increase is requested Borrower shall not be obligated to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in offer any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease. (b) Each of If the parties hereto hereby agrees that Commitments are increased in accordance with this Section 2.14, the Administrative Agent mayand the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in consultation with the case of the Borrower, take any certifying that, before and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.252.14, the outstanding Revolving Loans representations and warranties contained in clauses (if anya) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph and (b) of Section 5.05 shall be subject deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 2.166.01, but shall otherwise be without premium or penaltyand (B) no Default exists. (c) Notwithstanding On each Increase Effective Date, (x) the foregoingBorrower shall prepay Revolving Credit Loans outstanding on such Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05), no including with the proceeds of new Revolving Credit Borrowings, to the extent necessary to keep Revolving Credit Loans ratable with any revised Pro Rata Shares (in respect of the Revolving Credit Facility) arising from any nonratable increase in the Revolving Commitments shall become effective under this Section 2.25 unless 2.14, and (iy) on if any L/C Advances are then outstanding pursuant to Section 2.03(c)(iii) or any participations in Swing Line Loans pursuant to Section 2.04(c)(ii) are outstanding, each Additional Revolving Credit Lender and each existing Revolving Credit Lender increasing its Revolving Credit Commitments shall make such L/C Advances or fund such participations in Swing Line Loans, and the date L/C Advances or participations in Swing Line Loans of existing Revolving Credit Lenders not increasing their Revolving Credit Commitments shall be repaid, in each case, to the extent necessary to keep such effectiveness, L/C Advances and participations ratable with any revised Pro Rata Shares (in respect of the conditions set forth Revolving Credit Facility) arising from any nonratable increase in paragraphs (b), (c) and the Commitments pursuant to this Section 2.14. (d) of This Section 4.01 shall be satisfied (treating supersede any provisions in Section 2.13 and Section 10.01 to the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) Subject to the conditions set forth in clauses (b) and (c) of this Section 2.02, MMP may request that the amount of the aggregate Revolving Commitments be increased one or more times, in each case in a minimum amount of $5,000,000.00 or in integral multiples of $5,000,000.00 in excess thereof; provided that the aggregate Revolving Commitments after any such increase may not exceed $150,000,000. (b) Each such increase shall be effective only upon the following conditions being satisfied: (i) the Agent, the Swing Line Bank and each Issuing Bank shall have approved such increase, each such approval not to be unreasonably withheld or delayed, (ii) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (iii) either the Banks having Revolving Commitments hereunder at the time the increase is requested agree to increase their Revolving Commitments in the amount of the requested increase or other financial institutions agree to make a Revolving Commitment in the amount of the difference between the amount of the increase requested by the Co-Borrowers and the amount by which the Banks having Revolving Commitments hereunder at the time the increase is requested are increasing their Revolving Commitments, (iv) such Banks and other financial institutions, if any, shall have executed and delivered to the Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (v) the Co-Borrowers shall have delivered such evidence of authority for the increase (including without limitation, certified resolutions of the applicable managers and/or members of the Co-Borrowers authorizing such increase) as the Agent may reasonably request. (c) Each financing institution to be added to this Agreement as described in Section 2.02(b)(iii) above shall execute and deliver to the Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Revolving Commitment as described in Section 2.02(b)(iii) shall execute and deliver to the Agent a Commitment Increase Agreement pursuant to which it increases its Revolving Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in the principal amount of the Revolving Commitment of such Bank, and for each Bank increasing its Revolving Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Revolving Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Bank Agreement or Commitment Increase Agreement. In the event a replacement Note is issued to a Bank, such Bank shall ▇▇▇▇ the original note as “REPLACED” and shall return such original Note to the Co- Borrowers. Upon execution and delivery to the Agent of the Note and the execution by the Agent of the relevant New Bank Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Revolving Commitment as specified therein, or such existing Bank’s Revolving Commitment shall increase as specified therein, as the case may be, and the Agent shall notify MMP and all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 2.01 reflecting such additions or increase together with a schedule showing the revised L/C Sub-limit Caps. (d) Notwithstanding anything to the contrary in this Section 2.02, the Banks having Revolving Commitments hereunder at the time any such increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Revolving Commitments by their Revolving Percentage to the extent of such increase. The Borrower mayAgent shall not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Revolving Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Revolving Commitments hereunder until each of such Banks have agreed to increase their Revolving Commitments or declined to do so. To facilitate the Banks’ right of first refusal, MMP shall, by written notice to the Administrative Agent from time (which shall promptly deliver a copy to timeeach Bank) given not less than 30 days prior to the requested effective date of the increase in Revolving Commitments (the “Increase Effective Date”), request that the total Banks increase their Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amountCommitments. Each Revolving Lender Bank shall, by notice to the Borrower MMP and the Administrative Agent given not more later than 10 15 days after the date following receipt of the Administrative AgentMMP’s noticerequest, either agree to advise MMP whether or not it will increase its Revolving Commitment by all or a portion Commitments as of the offered amount (each Revolving Lender Increase Effective Date. Any Bank that has not so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (advised MMP and any Revolving Lender that does not deliver the Agent by such a notice within such period of 10 days day shall be deemed to have declined to agree to such increase in its Revolving Commitment. The decision to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender Commitment hereunder shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the sole discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltyeach Bank. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.

Increase in Revolving Commitments. (a) The New Revolving Commitments. At any time following the completion of the syndication of the Loans (as reasonably determined by the Administrative Agent), the Borrower may, Agent may by written notice to the Administrative Agent from time and without the consent of the other Lenders hereunder request an increase to timethe existing Revolving Commitments (any such increase, request that the total "New Revolving Commitment be increased by Commitments") in an aggregate amount not to exceed the Incremental Revolving Facility Amount an amount equal to $10.0 million and in minimum amounts of at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lenderleast $5.0 million. Such notice shall set forth specify the amount of date (an "Increased Amount Date") on which the requested increase (Borrower Agent proposes that the New Revolving Commitments be made available, which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and date not less than 5 Business Days after the date on which such increase notice is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior delivered to the Revolving Credit Maturity Date), and Administrative Agent. The Administrative Agent shall offer notify the Borrower Agent in writing of the identity of each Revolving Lender the opportunity or other financial institution reasonably acceptable to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after (each, a "New Revolving Lender") to whom the date New Revolving Commitments have been allocated and the amounts of the Administrative Agent’s notice, either agree such allocations; provided that any Lender approached to increase its Revolving Commitment by provide all or a portion of the offered amount (each New Revolving Lender so agreeing being an “Increasing Revolving Lender”) Commitments may elect or decline decline, in its sole discretion, to increase its Revolving Commitment (and any Revolving Lender that does not deliver such provide a notice within such period of 10 days shall be deemed to have declined to increase its New Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Such New Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, shall become effective as of such Borrower may arrange for one Increased Amount Date; provided that (1) no Default or more banks Event of Default has occurred and is continuing or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that would result after giving effect to any increase pursuant to this Section 2.25, the outstanding making of such New Revolving Commitments and Loans (if any) are held by or the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion application of the Administrative Agent, following consultation with the Borrower, proceeds therefrom and (i2) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the date register, each of such effectiveness, which shall be subject to the conditions requirements set forth in paragraphs (bSection 2.15(e), (c) . All terms and (d) conditions of Section 4.01 any Revolving Loans or other Obligations relating to New Revolving Commitments shall be satisfied (treating on the effectiveness of the increase in the same terms and conditions as those applicable to Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerCommitments, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions Revolving Loans and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date Obligations under Section 4.02this Agreement.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right to request, not more frequently than once per calendar quarter, increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, such increases the outstanding Revolving Loans (if any) are held by aggregate amount of the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion Commitments of all of the Administrative Agent, following consultation with the Borrower, Lenders shall not exceed One Hundred Fifty Million Dollars (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing$150,000,000). Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no Each such increase in the Revolving Commitments must be an aggregate minimum amount of Twenty-Five Million Dollars ($25,000,000) and integral multiples of Twenty-Five Million Dollars ($25,000,000) in excess thereof. Administrative Agent, in consultation with Borrower, shall become effective under this Section 2.25 unless (i) on manage all aspects of the date syndication of such effectivenessincrease in the Revolving Commitments, including decisions as to the conditions set forth in paragraphs (b)selection of the existing Lenders and/or other banks, (c) financial institutions and (d) of Section 4.01 shall other institutional lenders to be satisfied (treating approached with respect to such increase and the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to Administrative Agent for the account of such purposesother Lenders, 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) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. 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. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent (together with any other conditions precedent imposed by Administrative Agent and the Lenders in their sole and absolute discretion): (i) no Event of Default shall be in existence on the effective date of such increase; (ii) the representations and warranties made or deemed made by Borrower and Guarantor in any Loan Document shall be true or correct on the effective date of such increase except to the extent that such representations and warranties 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 the except for changes in factual circumstances specifically and expressly permitted hereunder; (iii) Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, in form and substance satisfactory to Administrative Agent: (iiA) if requestedsuch agreements, the amendments, promissory notes, documents, certificates and instruments as Administrative Agent shall have received legal opinionsreasonably require to evidence the increase in the Revolving Loan Commitment; (B) an acknowledgement and ratification by Guarantor of its obligations under the Guaranty and the Hazardous Materials Indemnity Agreement; (C) an opinion of counsel to Borrower and Guarantor, board resolutions and other closing certificates addressed to Administrative Agent and the Lenders covering such matters as reasonably requested by Administrative Agent; and (D) endorsements to the Title Policies dating down the effective date of such Title Policies and increasing such Title Policies by the amount of such increase in the Revolving Loan Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.13, any Lender becoming a party hereto shall execute such documents and agreements as Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02may reasonably request.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right, at any time and from time to time, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to time, request that any such increases the total aggregate amount of the Revolving Commitment Commitments shall not exceed $800,000,000 minus the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.12. hereof. Each such increase in the Revolving Commitments must be increased by an aggregate minimum amount not to exceed of $10,000,000 and integral multiples of $5,000,000 in excess thereof. If the Incremental Revolving Facility Amount at such time. Upon the receipt of such request is approved by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such increases in Commitments or new Commitments, as the case may be, shall be reasonably acceptable to the Borrower. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, 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) that 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 4.4. as a result of the prepayment of any such Revolving Loans. In connection with any increase of the Revolving Commitments under this Section, (I) 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 on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, (II) if a Default Event of Default exists or any such representation or warranty is not true and 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, and (III) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, in form and substance reasonably 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) if requestedan opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02may reasonably request.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default, by written upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request that an increase in the total Aggregate Revolving Commitment be increased by Commitments to an amount (for all such requests) not exceeding an aggregate amount not additional $80,000,000 of Revolving Commitments (in addition to exceed the Incremental $270,000,000 of Aggregate Revolving Facility Amount at such time. Upon Commitments on the receipt of date hereof); provided that (i) any such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal 5 million, and (ii) the Borrower may make a maximum of four such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall also specify (A) the upfront fee, if any, to be paid to the remaining Incremental Lenders which agree to provide the requested increase in Revolving Facility AmountCommitments, and (B) and the date on time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 five (5) Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Revolving Credit Maturity DateLenders), and . Each Lender shall offer each Revolving Lender notify the opportunity Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage Share of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. If following such time period the Lenders have not agreed to provide the full amount of a requested increase, then the Borrower, at its option, may (i) (each Revolving Lender so declining rescind all or being deemed a portion of such request made to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after existing Lenders under this Section 2.20 and instead invite one or more Eligible Assignees reasonably acceptable to the Administrative Agent shall have delivered a notice pursuant to and the second sentence of this paragraphSwingline Lender (which may be, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrowerbut need not be, such Borrower may arrange for one or more banks or of the existing Lenders (other entities (any such bank or other entity being called an “Augmenting Revolving Lender”than Defaulting Lenders), which may include any Lender, ) to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a Lender hereunder pursuant to the unsubscribed amounta Joinder Agreement; provided, however, that each Augmenting Revolving Lender such Eligible Assignee or Eligible Assignees shall be subject have agreed to (x) provide the full amount of such requested increase (and shall not receive any upfront fees except as have been offered to the prior written approval of Lenders) and (y) become a party to this Agreement, (ii) accept the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be offers made in an amount that is less than the increase requested by the Borrower if such Borrower is unable existing Lenders or (iii) accept the offers made by the existing Lenders and also invite additional Eligible Assignees to arrange for, or chooses not become Lenders pursuant to arrange for, Augmenting Revolving Lendersa Joinder Agreement. (b) Each of If the parties hereto hereby agrees that Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent mayand the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, in consultation with the BorrowerBorrower shall (x) deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (for further distribution to each Lender) signed by a Responsible Officer of the Borrower certifying that, take any before and all action as may be reasonably necessary to ensure that after giving effect to such increase, (i) the representations and warranties contained in Sections 4.1, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.15, 4.16, 4.17 and 4.18 are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (ii) no Default exists and (y) cause to be delivered to the Administrative Agent and the Lenders a favorable opinion of counsel for the Borrower, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent. The Borrower shall (x) prepay any increase Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to this Section 2.25, 2.18) to the extent necessary to keep the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance ratable with their new any revised Pro Rata Percentages. This may be accomplished at Shares arising from any nonratable increase in the discretion of the Administrative Agent, following consultation with the Borrower, Aggregate Revolving Commitments under this Section and (iy) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by pay any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject accrued and unpaid commitment fee pursuant to Section 2.16, but shall otherwise be without premium or penalty2.9(b). (c) Notwithstanding This Section shall supersede any provisions in Section 2.15(b) to the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) The On not more than three occasions during any calendar year, the Borrower maymay submit to the Administrative Agent the Borrower’s written request that the Revolving Commitments be increased up to a total amount not to exceed on any such occasion $1,250,000,000 (the requested amount on each such occasion being the “Maximum Revolving Commitments”), by and the Administrative Agent shall promptly give notice of such request to each Lender (the “Revolving Commitment Increase Notice”). Within fifteen (15) Business Days after its receipt from the Administrative Agent of a Revolving Commitment Increase Notice, each Lender that desires to increase its Revolving Commitment in response to such request (each such Lender, a “Consenting Lender”) shall deliver written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity its election to increase its Revolving Commitment and the maximum amount of such increase (for each Consenting Lender, its “Additional Revolving Commitment”), which may not be larger than the excess of (a) the Maximum Revolving Commitments, over (b) the Revolving Commitments then in effect. The failure of any Lender to so notify the Administrative Agent of its election and its Additional Revolving Commitment, if any, shall be deemed to be a refusal by such Lender to increase its Revolving Commitment. If the sum of the Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments does not exceed the Maximum Revolving Commitments, the Revolving Commitment of each Consenting Lender shall be increased by its Pro Rata Percentage Additional Revolving Commitment as hereinafter provided. If the sum of the proposed Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments exceeds the Maximum Revolving Commitments, the Revolving Commitment of each Consenting Lender shall be increased amountby an amount equal to the product of (i) such Consenting Lender’s Additional Revolving Commitment multiplied by (ii) the quotient of (a) the excess of (A) the Maximum Revolving Commitments, over (B) the Revolving Commitments then in effect, divided by (b) the aggregate Additional Revolving Commitments of all Consenting Lenders. Each Any increase in the Revolving Lender shallCommitments shall be effective as of the date specified pursuant to Section 2.23(c); provided, by notice that the Revolving Commitments may not at any time exceed the Maximum Revolving Commitments. (b) If the sum of the Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments pursuant to Section 2.23(a) is less than the Maximum Revolving Commitments, then the Borrower may obtain the remainder of the Maximum Revolving Commitment from one or more new banks or other financial institutions acceptable to the Borrower and the Administrative Agent given (which acceptance shall not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitmentunreasonably withheld) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving “New Lender”). In Upon (i) the event thatexecution of a joinder agreement with respect to this Agreement by such New Lender and acceptance thereof by the Administrative Agent, on (ii) the 10th day after execution and delivery by the Borrower of any Notes requested by the New Lender evidencing its Loans, and (iii) delivery of notice to the Lenders by the Administrative Agent setting forth the effective date of the addition of the New Lender(s) hereunder and the amount of such New Lender(s)’ Revolving Commitment(s), such New Lender(s) shall have delivered a notice pursuant be for all purposes Lender(s) party to this Agreement to the second sentence of this paragraph, same extent as if original parties hereto with Revolving Commitment(s) as set forth on the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested joinder agreement executed by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”New Lender(s), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, (i) the total Revolving Commitments of all Lenders (including any New Lenders) shall not exceed in the aggregate the Maximum Revolving Commitments, and (ii) the Revolving Commitments of all Lenders that each Augmenting Revolving Lender shall be subject are parties hereto prior to the prior written approval addition of the Administrative Agent, the Swingline any New Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested affected by the Borrower if addition of such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltyNew Lender. (c) Notwithstanding the foregoing, no Prior to any increase in the Revolving Commitments shall become becoming effective under pursuant to this Section 2.25 unless (i) on 2.23, Borrower and Guarantor shall deliver such opinions of counsel for the date Borrower and the Guarantor with respect thereto as the Administrative Agent may reasonably request, no Default or Event of such effectivenessDefault shall then exist or have occurred and be continuing, and the other conditions set forth in paragraphs (b)Section 5.2 shall have been satisfied. Effective on the date on which the increase in Revolving Commitments pursuant to this Section 2.23 takes effect, which date shall be mutually agreed upon by the Borrower, the Administrative Agent, and each Lender or New Lender increasing or providing, as the case may be, its Revolving Commitments, (ci) all Loans outstanding hereunder shall be converted into, and shall be advanced as, Eurodollar Loans or ABR Loans (dor both) as selected by the Borrower by notice to the Administrative Agent in accordance with the provisions of Section 4.01 shall be satisfied 2.2, such that all such Loans are held by the Lenders (treating including any New Lenders) in the effectiveness proportion of their Revolving Percentages, as determined taking into account the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerCommitments, and (ii) if requestedeach New Lender and each other Lender increasing its Revolving Commitment shall advance any additional amounts to be advanced by it hereunder, by making funds available to the Administrative Agent, in immediately available funds, not later than 1:00 p.m. Atlanta, Georgia time on such date. After the Administrative Agent’s receipt of such funds, the Administrative Agent shall have received legal opinionsdisburse to the non-Consenting Lenders any resulting repayments of such outstanding Loans. If any conversion or payment of a Eurodollar Loan pursuant to the foregoing provisions occurs on a day that is not the last day of the applicable Interest Period, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under provisions of Section 4.022.16 shall apply thereto.]

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Parent Borrower may from time to time request an increase in the Commitments on the same terms as the existing Commitments (each request for an increase in Commitments being a “Revolving Credit Commitment Increase”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Closing Date shall deliver a copy thereof to each Revolving Lendernot exceed $150,000,000. Such notice shall set forth (x) the amount of the requested increase Revolving Credit Commitment Increase being requested, and (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amounty) and the date (an “Increase Effective Date”) on which such increase Revolving Credit Commitment Increase is requested to become effective (which which, unless otherwise agreed by the Administrative Agent, shall not be not less than 10 Business Days nor more than 60 days after the date of such notice notice). The Parent Borrower may request additional Commitments from existing Lenders or Additional Lenders and whichupon execution of a customary joinder agreement, in such Additional Lenders shall become Lenders hereunder. Schedule 1.01(f) hereto shall be modified accordingly for all such new Commitments. No Lender shall be obligated to provide any event, must new Commitments unless it so agrees and the Borrowers shall not be prior obligated to the Revolving Credit Maturity Date), and shall offer each Revolving any existing Lender the opportunity to increase its provide any Revolving Credit Commitment by its Pro Rata Percentage Increase. (b) The Administrative Agent and the Parent Borrower shall determine the final allocation of any Revolving Credit Commitment Increase. The Administrative Agent shall promptly notify the proposed increased amount. Each Revolving Lender shall, by notice to the Parent Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Parent Borrower shall deliver to the Administrative Agent given not more than 10 days a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the date representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a)); provided that, to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, such representations and warranties shall be true and correct in all respects, and (B) no Default exists. In addition, to the extent requested by the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount Parent Borrower shall deliver legal opinions consistent with those delivered on the Closing Date. (c) On each Revolving Lender so agreeing being an “Increasing Revolving Lender”Increase Effective Date, (i) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days the Borrowers shall be deemed to have declined repaid the Revolving Credit Loans outstanding on such Increase Effective Date immediately prior to increase its the effectiveness of such Revolving Commitment) Credit Commitment Increase (each the “Existing Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving LenderBorrowings”). In , (ii) each existing Lender increasing its Commitments shall pay to the event thatAdministrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Pro Rata Share (calculated after giving effect to the effectiveness of such Revolving Credit Commitment Increase) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Pro Rata Share (calculated without giving effect to the effectiveness of such Revolving Credit Commitment Increase) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, on (iii) each Additional Lender shall pay to the 10th Administrative Agent in same day funds an amount equal to the product of (A) such Lender’s Pro Rata Share (calculated after giving effect to the effectiveness of such Revolving Credit Commitment Increase) multiplied by (B) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall have delivered a notice pursuant pay to each Lender the portion of such funds that is equal to the second sentence difference between (A) the product of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant (1) such Lender’s Pro Rata Share (calculated without giving effect to the preceding sentence to increase their effectiveness of such Revolving Commitments Credit Commitment Increase) multiplied by an (2) the aggregate amount less than of the increase requested Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Pro Rata Share (calculated after giving effect to the effectiveness of such Revolving Credit Commitment Increase) multiplied by (2) the Borroweraggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Credit Commitment Increase, each Borrower may arrange for one or more banks or other entities shall be deemed to have made new Borrowings (any such bank or other entity being called an the “Augmenting Resulting Revolving LenderBorrowings”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments ) in an aggregate amount equal to the unsubscribed amount; providedaggregate amount of such Borrower’s Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered by such Borrower to the Administrative Agent in accordance with Section 2.02 (and each Borrower shall deliver such Notice of Borrowing), however, that (vi) each Augmenting Lender shall be deemed to hold its Pro Rata Share of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Credit Commitment Increase) and (vii) each Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings of such Borrower. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the applicable Borrower pursuant to the provisions of Section 3.05 if the date of the effectiveness of such Revolving Credit Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Credit Commitment Increase pursuant to this Section 2.14, each Lender immediately prior written approval to such increase will automatically and without further act be deemed to have assigned to each Additional Lender and each existing Lender increasing its Commitments, and each such Additional Lender and each such existing Lender increasing its Commitments will automatically and without further act be deemed to have assumed, a portion of such Lender’s Letter of Credit Exposure and participations in outstanding Swing Loans and Extraordinary Advances such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and acceptance of such participations, the percentage of the aggregate outstanding participations hereunder in Letter of Credit Exposure and participations in outstanding Swing Loans and Extraordinary Advances, in each case held by each Lender (including each such Additional Lender) will equal such Lender’s Pro Rata Share. (d) Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Commitment Increase, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Revolving Credit Commitment Increase and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Joinder Agreement”) may without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and Borrowers, to effect the provisions of this Section 2.14. From and after each Increase Effective Date, the Swingline Lender Loans and Commitments established pursuant to this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)other Loan Documents, and shall, without limiting the Borrower foregoing, benefit equally and each Augmenting Revolving Lender ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Parties shall execute all such documentation as take any actions reasonably required by the Administrative Agent shall reasonably specify to evidence its Revolving Commitment ensure and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount demonstrate that is less than the increase requested Liens and security interests granted by the Borrower if applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) new Loans and Commitments. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Parent Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25that, upon the outstanding effectiveness of each Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the BorrowerCredit Commitment Increase, (i) by requiring the Revolving Loans made under such Revolving Credit Commitment Increase are included in each Borrowing of outstanding Revolving Loans to be prepaid with the proceeds of on a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, pro rata basis and (ii) if requestedthe Lender providing each Revolving Credit Commitment Increase shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. This Section 2.14 shall supersede any provisions in Section 2.13 and Section 10.01 to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) The Borrower may, by written Upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time request an increase in the Revolving Commitments on the same terms as the existing Revolving Commitments (each request for an increase in Revolving Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Commitment Increases effected on any date after the Closing Date shall not exceed the Incremental Limit as of such date. The Borrower may request additional Revolving Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of an Incremental Facility Agreement, such Eligible Assignees shall become Revolving Lenders hereunder. Schedule 2.01 shall be modified accordingly for all such new Revolving Commitments. No Lender shall be obligated to provide any new Revolving Commitments unless it so agrees and the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any Revolving Commitment Increase. (b) If the Revolving Commitments are increased in accordance with this Section 2.16, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Revolving Lenders of the final allocation of such increase and the related Increase Effective Date. As a condition precedent to such Revolving Commitment Increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Revolving Commitment Increase and (ii) in the case of the Borrower, certifying that, before and after giving effect to such Revolving Commitment Increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, (B) all fees and expenses owing in respect of such Revolving Commitment Increase to the Administrative Agent have been paid and (C) no Default exists or would exist after giving effect to such Revolving Commitment Increase. (c) On the Increase Effective Date of any Revolving Commitment Increase, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Additional Revolving Lender that shall have had a Revolving Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the remaining Incremental difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Facility AmountCommitment Increase) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings and the aggregate amount of all L/C Advances and funded participations in Swingline Loans outstanding (the “Funded Participations”) and (B) the date on which product of (1) such increase is requested Lender’s Applicable Percentage (calculated without giving effect to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date effectiveness of such notice Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings and whichthe Funded Participations, in any event, must be (iii) each Additional Revolving Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Revolving Credit Maturity Date)Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings and the Funded Participations, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall offer pay to each Revolving Lender the opportunity portion of such funds that is equal to increase its the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by its Pro Rata Percentage (2) the aggregate amount of the proposed increased amount. Each Existing Revolving Lender shall, by notice Borrowings and the Funded Participations and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Borrower effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings and the Administrative Agent given not more than 10 days Funded Participations, (v) after the date effectiveness of the Administrative Agent’s notice, either agree to increase its such Revolving Commitment by all or a portion of Increase, the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days Borrower shall be deemed to have declined to increase its made new Revolving CommitmentBorrowings (the “Resulting Revolving Borrowings”) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; providedaggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Committed Loan Notice delivered in accordance with Section 2.02 (and the Borrower shall deliver such Committed Loan Notice), however, that (vi) each Augmenting Revolving Lender shall be subject deemed to the prior written approval hold its Applicable Percentage of the Administrative Agent, the Swingline Lender each Resulting Revolving Borrowing and the Issuing Bank Funded Participations (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Revolving Lender any increase and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payment of any Existing Revolving Borrowing made pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, clause (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.163.05 if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. For the avoidance of doubt, but upon the effectiveness of any Revolving Commitment Increase, the Applicable Percentages of all the Revolving Lenders and each Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Revolving Loans, all L/C Obligations and all Swingline Loans shall otherwise automatically be without premium or penaltyadjusted to give effect thereto. (cd) Notwithstanding Each Incremental Facility Agreement may, without the foregoingconsent of any Lender, no increase effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date reasonable opinion of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Borrower, to give effect to the provisions of this Section. This Section 4.02shall supersede any provisions in Section 2.13 and Section 11.01 to the contrary.

Increase in Revolving Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent at any time and from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request upon prior written notice by the Administrative Agent, Borrowers to the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth increase the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Aggregate Revolving Commitments by an aggregate amount less than (but not the increase requested Letter of Credit Sublimit or the Swingline Sublimit) with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, Borrowers and reasonably acceptable to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank Bank; provided that: (which approvals i) the aggregate principal amount of any increases in the Revolving Commitments pursuant to this Section 2.1(c) shall not be unreasonably withheld or delayedto exceed FIFTY MILLION DOLLARS ($50,000,000), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any ; (ii) any such increase may shall be made in an a minimum principal amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (biii) Each no Default or Event of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any Default shall exist before and all action as may be reasonably necessary to ensure that immediately after giving effect to such increase; (iv) the Credit Parties shall be in compliance, on a Pro Forma Basis after giving effect to the incurrence of any such increase in the Revolving Commitments, with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Parent for which financial statements have been delivered pursuant to Section 7.1; (v) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (A) any new Lender providing a Revolving Commitment in connection with any increase pursuant to in Aggregate Revolving Commitments shall (1) join this Section 2.25, the outstanding Revolving Loans (if any) are held Agreement by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of executing such joinder documents reasonably required by the Administrative Agent, following consultation with (2) provide a Revolving Commitment of at least $10,000,000 (or any lesser amount as the Borrower, Borrowers and the Administrative Agent may agree in their sole discretion) and (i3) by requiring qualify as an Eligible Assignee and (B) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty.Administrative Agent; (cvii) Notwithstanding the foregoing, no any such increase in the Revolving Commitments shall become effective under this Section 2.25 unless be subject to receipt by the Administrative Agent of a certificate of the Parent dated as of the date of such increase signed by an Authorized Officer of the Parent (i) certifying and attaching the resolutions adopted by each Borrower and each Guarantor approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 6 and the other Credit Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.1(c), the representations and warranties contained in Section 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.1, and (B) no Default or Event of Default exists; and (viii) to the extent that the joinder or commitment agreements described in clause (vi) above provide for an applicable margin of, and/or commitment fee for, additional Revolving Commitments greater than the Applicable Margin and/or Commitment Fee with respect to the existing Revolving Commitments at such time, the Applicable Margin and/or the Commitment Fee (as applicable) for the existing Revolving Commitments shall be increased automatically (without the consent of Required Lenders) such that the Applicable Margin and/or the Commitment Fee (as applicable) for such existing Revolving Commitments is not less than the applicable margin and/or the commitment fee (as applicable) for such additional Revolving Commitments. The Borrowers shall prepay any Revolving Loans owing under this Agreement on the date of any such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and to the Administrative Agent shall have received a certificate extent necessary to that effect dated such date and executed by a Financial Officer of keep the Borrower, and (ii) if requested, outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date Revolving Commitments under Section 4.02this Section.

Increase in Revolving Commitments. (ai) The At any time prior to the Maturity Date, the Borrower maymay effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a “Commitment Increase”), by written notice designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent from Agent) that at the time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and whichagree, in the case of any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving such bank or financial institution that is an existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Revolving Additional Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting Revolving Lender such Commitment Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Commitment Increases shall not exceed $95,000,000, and (C) all Revolving Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the increases in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this clause (c) to the Administrative Agent and the Lenders. This Section 2.1(c) shall not be construed to create any obligation on any of the Administrative AgentAgent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower. (ii) A Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (1) an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, the Swingline each Increasing Lender and each Additional Lender, setting forth the Issuing Bank (which approvals shall not Commitments, if any, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be unreasonably withheld or delayed)bound by all the terms and provisions hereof binding upon each Lender, and (2) such evidence of appropriate authorization on the part of the Borrower and each Augmenting Revolving Lender shall execute all with respect to such documentation Commitment Increase as the Administrative Agent shall may reasonably specify request, (B) the funding by each Increasing Lender and Additional Lender of the Revolving Advances to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made by each such Lender to effect the prepayment requirement set forth in an amount that is less than the increase requested Section 2.6(b)(ii), and (C) receipt by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent mayof a certificate of a Responsible Officer of the Borrower stating that, in consultation with the Borrower, take any both before and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25such Commitment Increase, the outstanding Revolving Loans (if any) are held no Default has occurred and is continuing, and that all representations and warranties made by the Revolving Lenders Borrower in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct as of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or such earlier date. (iii) by Notwithstanding any combination of provision contained herein to the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16contrary, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on from and after the date of such effectivenessany Commitment Increase, the conditions set forth in paragraphs (b), (c) all calculations and (d) payments of Section 4.01 shall be satisfied (treating the effectiveness of the increase in interest on the Revolving Commitments as a “Credit Event” for such purposes) Advances shall take into account the actual Revolving Commitment of each Lender and the Administrative Agent shall have received a certificate to that effect dated principal amount outstanding of each Revolving Advance made by such date and executed by a Financial Officer Lender during the relevant period of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02time.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent may at any time and from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be time prior to the Maturity Date at its sole cost, expense and effort, request any one or more of the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Lenders having a Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any the decision to increase the Revolving Commitment of a Revolving Lender that does not deliver to be within the sole and absolute discretion of such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include or any Lender, other Person reasonably satisfactory to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)to provide a new Revolving Commitment, by submitting, upon 30 days’ prior written notice, to the Administrative Agent, the Swingline Lender and the Issuing Bank an Increase Supplement duly executed by the Borrower and each Augmenting such Revolving Lender shall execute or other Person, as the case may be. If such Increase Supplement is in all such documentation as respects reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Bank, the Administrative Agent shall reasonably specify execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to evidence the Borrower and each such Revolving Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, the Swingline Lender and the Issuing Bank, (i) in the case of each such Revolving Lender (an “Increasing Lender”), its Revolving Commitment and/or its status as shall be increased to the amount set forth in such Increase Supplement, (ii) in the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Revolving Lender hereunder, Any under the Loan Documents and its Revolving Commitment shall be as set forth in such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.Increase Supplement; provided that: (ba) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any immediately before and all action as may be reasonably necessary to ensure that after giving effect to any such increase no Default or Event of Default has occurred and is continuing; (b) immediately after giving effect to each increase made pursuant to this Section 2.252.11, the outstanding aggregate Revolving Commitments of all Lenders would not exceed $125,000,000; (c) each such increase of the aggregate Revolving Commitments shall be in an amount not less than $15,000,000 or such amount plus an integral multiple of $1,000,000; (d) the Revolving Commitments shall not be increased on more than three (3) occasions pursuant to this Section 2.11; (e) if Revolving Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (if anyi) are held by each such Increasing Lender, each such other Person and each other Revolving Lender having a Revolving Commitment shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Revolving Lender shall have assigned to each such Increasing Lender and each such other Person a portion of its Revolving Loans necessary to reflect proportionately the Revolving Lenders Commitments as adjusted in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of this Section 2.11, and (ii) in connection with such assignment, each such Increasing Lender and each such other Person shall pay to the Administrative Agent, following consultation for the account of each such other Revolving Lender, such amount as shall be necessary to reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Revolving Lender may treat the Borrowerassignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; (f) each such other Person shall have delivered to the Administrative Agent an Administrative Questionnaire and to the Administrative Agent and the Borrower all forms, (i) by requiring the outstanding Revolving Loans if any, that are required to be prepaid with the proceeds of a new Revolving Borrowing, (ii) delivered by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject such other Person pursuant to Section 2.16, but shall otherwise be without premium or penalty.3.7; and (cg) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercertificates, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions opinions and other closing certificates items as it shall reasonably requested by the Administrative Agent and consistent request in connection with those delivered on the Closing Date under Section 4.02such increase.

Increase in Revolving Commitments. (a) The Borrower --------------------------------- Company may, by written notice to the Administrative Agent from time to timeUS Agent, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request executed by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 Company and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting a "Prospective Revolving Lender”"), which may include any Lender, to extend cause the ---------------------------- Revolving Commitments of the Prospective Revolving Lenders to be increased (or increase their existing cause Revolving Commitments to be extended by the Prospective Revolving Lenders, as the case may be) in an aggregate amount equal to the unsubscribed amount; for each Prospective Revolving Lender set forth in such notice, provided, however, that (a) the aggregate -------- ------- amount of the Lenders' Revolving Commitments after giving effect to such increase shall in no event exceed US$185,000,000, (b) each Augmenting Prospective Revolving Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank US Agent (which approvals approval shall not be unreasonably withheld or delayed)withheld) and (c) each Prospective Revolving Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Borrower US Agent a duly executed Accession Agreement. Increases and each Augmenting new Revolving Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Revolving Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Revolving Lender is a party, (i) such Prospective Revolving Lender shall execute thereafter be deemed to be a party to this Agreement and shall be entitled to all such documentation as rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that additional Lender as provided in such Accession Agreement. Upon the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to effectiveness of any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by in the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds Commitment of a new Revolving BorrowingLender already a party hereunder, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) Schedule 2.01 shall be subject deemed to Section 2.16, but shall otherwise be without premium or penalty. (c) have been amended to reflect the increased Revolving Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Revolving Commitments (or in the Revolving Commitment of any Lender) shall become effective under this Section 2.25 unless (i) unless, on the date of such effectivenessincrease, the conditions set forth in paragraphs (b), (ca) and (db) of Section 4.01 4.02 shall be satisfied (treating the effectiveness of the increase with all references in the Revolving Commitments as such paragraphs to a “Credit Event” for Borrowing being deemed to be references to such purposesincrease) and the Administrative US Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerCompany. Following any increase of a Lender's Revolving Commitment or any extension of a new Revolving Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Revolving Loans made pursuant to Sections 2.01 and 2.03. (iie) if requested, the Administrative Agent shall have received legal opinions, board resolutions Section 5.15 is amended by deleting in its entirety paragraph (a) thereof and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.deleting "

Increase in Revolving Commitments. (a) The Subject to the terms and conditions of this Agreement, so long as this Agreement shall be in full force and effect, and in reliance upon the representations and warranties of the Loan Parties contained herein, at any time prior to the Termination Date, Borrower may, by written notice to the Administrative Agent from time to time, request that the total additional revolving loan commitments (each, an “Incremental Revolving Commitment be increased by Increase” and an “Incremental Facility”) in an aggregate principal amount not to exceed the $50,000,000.00 for all such Incremental Revolving Facility Amount at such time. Upon the receipt Facilities from (i) an existing Lender, (ii) any Affiliate or Approved Fund of such request by the Administrative Agent, the any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to Administrative Agent and the Issuing Lender; provided, that no more than an aggregate of two (2) Incremental Facilities shall deliver a copy thereof to each Revolving Lenderbe permitted during the term of this Agreement. Such notice shall set forth (A) the amount amount, type and terms of the Incremental Facility being requested increase (which shall be in minimum increments of $500,000 5,000,000.00 and a minimum amount of $2,500,000 25,000,000.00 or such lesser amount equal to the remaining permitted amount of the Incremental Revolving Facility AmountFacilities), and (ii) and the date on which such increase Incremental Facility is requested to become effective (which shall not be not less than 10 five (5) Business Days nor more than 60 days sixty (60) Business Days after the date of such notice notice). The terms and which, in any event, must provisions of each Incremental Revolving Commitment Increase and loans made thereunder shall be prior identical to the then existing Revolving Credit Maturity Date)Commitments and Revolving Loans, respectively. (b) Borrower will first seek commitments to provide an Incremental Facility from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and, if additional commitments are needed, from additional banks, financial institutions and shall offer each Revolving Lender the opportunity other institutional lenders acceptable to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving and Issuing Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals acceptance shall not be unreasonably withheld or delayed), and the ) who will become Lenders in connection therewith. Borrower and each Augmenting Revolving Person who will become a Lender with respect to an Incremental Facility shall execute all and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence its the commitment of such Lender. With respect to each Incremental Facility, the interest rate margins with respect to such Incremental Facility shall be determined at the time such Incremental Facility is made available; provided, that, if the all-in yield with respect to such Incremental Facility (including interest rate margins, interest rate floors, original issue discount (it being agreed that original issue discount shall equate to interest based on an assumed three-year life to maturity, or, if less, the remaining term of the Revolving Commitment and/or its status Incremental Facility, as a Revolving Lender hereunderapplicable) and upfront fees, Any such increase may be made in an amount that but exclusive of arrangement, agency, structuring, syndication or underwriting fees) is less greater than the increase requested corresponding all-in yield (determined on an identical basis) with respect to the Loans outstanding and Commitments under this Agreement (collectively, the “Existing Facilities”) by more than one half of one percent (0.50%) per annum (the amount of such excess being referred to herein as the “Yield Differential”), then the Applicable Margin with respect to the Existing Facilities shall automatically be increased by the Borrower if Yield Differential, effective upon the making of such Borrower is unable Incremental Facility. The Administrative Agent shall promptly notify each Lender as to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Facility evidenced thereby, and the Administrative Agent may, in consultation with and Borrower may amend this Agreement (and Borrower and each Loan Party agrees to enter into an amendment) to evidence such amendments. Any Incremental Revolving Commitment shall have a final maturity date the Borrower, take any and all action same as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltyCredit Maturity Date. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments Incremental Facility shall become effective under this Section 2.25 2.2.5 unless (i) on the date of such effectiveness, and after giving effect thereto and the conditions set forth application of the proceeds therefrom, no Default or Event of Default has occurred and is continuing and all representations and warranties by the Loan Parties contained herein and in paragraphs each other Loan Document are true and correct in all material respects (bwithout duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Senior Officer of the Borrower, and (ii) if requestedexcept as otherwise specified in the applicable Incremental Assumption Agreement, the Administrative Agent shall have received the fees, legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent Agent, and consistent with those delivered under Section 12.1, (iii) after giving effect to the funding of such Incremental Facility (assuming full funding of any Revolving Loans under an Incremental Revolving Commitment) and the application of the proceeds from the foregoing Indebtedness, (x) the Loan Parties shall be in compliance with the financial covenants set forth in Sections 11.14 on a pro forma basis as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to be delivered to Administrative Agent and Lenders pursuant to the terms of this Agreement and (y) the First Lien Net Leverage Ratio, calculated on a pro forma basis as of the date of the borrowing under such Incremental Facility (calculating all Debt as of such date and calculating EBITDA for the twelve month period ending on the Closing Date last day of the most recently ended fiscal quarter for which financial statements are required to be delivered to Administrative Agent and Lenders pursuant to the terms of this Agreement), would be 0.25 less than the maximum First Lien Net Leverage Ratio for the then following Computation Period. (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each additional Revolving Commitment, (i) Revolving Loans made under Section 4.02such additional Revolving Commitment are included in each borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each additional Revolving Commitment shares ratably in the aggregate pro rata outstandings under the Revolving Commitment.

Increase in Revolving Commitments. (a) The Borrower may, by written Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Representative may from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be time prior to the Facility Termination Date request, by such notice to the Agent, up to three (3) increases in the Revolving Credit Maturity DateCommitments (each, a “Commitment Increase”), in each case to be made available to the Borrowers; provided that: (A) in no event shall the aggregate amount of all Commitment Increases exceed FiftySeventy-Five Million Dollars ($50,000,00075,000,000); (B) in no event shall any individual Commitment Increase be in an amount less than Fifteen Million Dollars ($15,000,000) and integral multiples of One Million Dollars ($1,000,000) in excess thereof; and (C) the conditions precedent to such Commitment Increase set forth in clause (d) of this Section 2.11 shall offer each Revolving have been satisfied. (b) Any existing Lender the opportunity may, in its sole discretion, participate in any Commitment Increase, but no Lender shall have any obligation to do so. Each existing Lender electing to increase its Revolving Commitment by shall confirm its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree agreement to increase its Revolving Commitment by all or a portion pursuant to an acknowledgement in form acceptable to the Agent and delivered to the Agent at least five (5) days before the Increase Effective Date (as defined in clause (c) below). To the extent that the existing Lenders elect not to participate in any Commitment Increase, subject to the approval of the offered amount Agent, the Issuer, and the Swing Line Lender (each such approval not to be unreasonably withheld), Eligible Assignees may become Lenders under this Agreement in connection with any requested Commitment Increase pursuant to a joinder agreement, in form and substance reasonably satisfactory to the Agent. (c) If the Revolving Lender so agreeing being an Commitments are increased in accordance with this Section 2.11, the Agent and Borrower Representative shall determine the effective date (the “Increasing Revolving LenderIncrease Effective Date”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver the final allocation of such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”)increase. In the event that, on the 10th day after the Administrative The Agent shall have delivered a notice pursuant to promptly notify Borrower Representative and the second sentence Lenders of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to final allocation of such increase and the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities Increase Effective Date. (d) The effectiveness of any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender Commitment Increase shall be subject to the prior written approval following conditions precedent: (A) no Default or Event of the Administrative Agent, the Swingline Lender Default has occurred and the Issuing Bank is continuing or would result therefrom; (which approvals shall not be unreasonably withheld or delayed), B) before and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase such Commitment Increase, the Borrowers shall be in compliance, calculated as of the last day of the most recently ended fiscal month for which financial statements have been delivered pursuant to this Section 2.259.7, with the outstanding Revolving Loans financial covenants specified in Section 6.3 on a pro forma basis after giving effect to such Commitment Increase as if such Commitment Increase occurred on the last day of such fiscal month and as if such Commitment Increase was fully funded; (if anyC) are held by the Borrowers shall have paid all fees and expenses to the Agent and the Lenders in connection with the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, Commitment; (iD) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 8.2 shall be satisfied with respect to the Commitment Increase; and (treating E) the effectiveness Borrower Representative shall have delivered to the Agent a certificate dated as of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed Increase Effective Date signed by a Financial Officer of the BorrowerBorrower Representative (1) certifying and attaching the resolutions adopted by each Borrower approving or consenting to such increase and (2) certifying that the conditions set forth in this Section 2.11 have been satisfied as of the Increase Effective Date. (e) Any increase in Revolving Commitments pursuant to this Section 2.11 shall be effected pursuant to an amendment (an “Incremental Commitment Amendment”) to this Agreement, executed by the Loan Parties, the Lenders providing such Commitment Increases (and no other Lenders) and the Agent. Any Incremental Commitment Amendment may, without the consent of any Lenders other than the Lenders providing the Commitment Increases, effect the applicable changes to the amount and percentages of the Revolving Commitments of the Lenders, including any new Lender added through a joinder agreement in accordance with clause (b) of this Section 2.11. Any Incremental Commitment Amendment shall not effectuate any other amendments without the consent of the applicable Lenders in accordance with Section 16.2. On each Increase Effective Date, each applicable Lender, Eligible Assignee or other Person which is providing a portion of the applicable Commitment Increase shall become a “Lender” for all purposes of this Agreement and the other Loan Documents. (f) On any Increase Effective Date: (i) each existing and new Lender providing Commitment Increases shall make available to the Agent such amounts in immediately available funds as the Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender’s portion of the outstanding Loans of all of the Lenders to equal its Commitment Percentage of such Loans, (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans of all the Lenders to equal its Commitment Percentage of such outstanding Loans as of the Increase Effective Date (with such reborrowing to consist of the types of Loans, with related interest periods if requestedapplicable, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested specified in a notice delivered by the Administrative Borrower Representative and (iii) the participations of the Lenders in Letters of Credit and Swing Line Loans shall be adjusted to reflect changes in Commitment Percentages. (g) This Section 2.11 shall supersede Section 16.2 to the extent expressly set forth in this Section 2.11. Notwithstanding any other provision of any Loan Document, any references to the amount or percentages of the Revolving Commitments or the identity of the Lenders in the Loan Documents may be amended by the Agent and consistent the Borrower Representative to the limited extent necessary to conform the Revolving Commitments for each Commitment Increase effected in accordance with those delivered on the Closing Date under terms of this Section 4.022.11.

Increase in Revolving Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to timeAgent, request (each such request, a “Commitment Increase Request”) that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $250,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by Commitment Increase Request and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such Commitment Increase Request to each Revolving Lender. Such notice The Company shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount25,000,000 and in minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 15 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower Company and the Administrative Agent given not more than 10 20 days after the date of delivery by the Administrative AgentAgent of the Company’s noticeCommitment Increase Request, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any such Revolving Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In If at the event thatend of the 20 day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Revolving Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if such Increasing Lenders offer to increase their Revolving Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Revolving Facility Percentage. If, on the 10th 25th day after the Administrative Agent shall have delivered a notice pursuant to copy of a request by the second sentence of this paragraphCompany as set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment so requested by the BorrowerCompany, such Borrower the Company may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend commit to making Revolving Commitments or increase their existing Loans pursuant to a Revolving Commitments Commitment hereunder in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)no less than $15,000,000, and the Borrower Company and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its such Augmenting Lender’s Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower Company if such Borrower the Company is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) . Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, may take any and all action actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.252.02(b), the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, : (iw) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, Borrowings; (iix) by causing the Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Revolving Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.02(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders and/or Augmenting would hold such Revolving Lenders, Borrowings other than in accordance with their new Revolving Facility Percentages; or (iiiz) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.163.02, but shall otherwise be without premium or penalty. (c) Notwithstanding ; provided, however, that the foregoingAdministrative Agent, no increase in exercising its discretion to take the Revolving Commitments shall become effective actions permitted under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b2.02(b), (c) and (d) of Section 4.01 shall be satisfied (treating use its commercially reasonable efforts to minimize the effectiveness liability of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date Borrowers arising under Section 4.023.02.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right at any time after the Effective Date and prior to the Revolving Termination Date to request increases in the aggregate amount of the Revolving Commitments by providing written notice thereof to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender shall be subject after giving effect to any such increases the prior written approval aggregate amount of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals Revolving Commitments shall not exceed $4,000,000,000. Each such increase in the Revolving Commitments must be unreasonably withheld or delayed)an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof (or, and the Borrower and in each Augmenting Revolving Lender shall execute all case, in such documentation less amounts as may be acceptable to the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than and the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Borrower). The Administrative Agent mayAgent, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date so as to achieve a syndication of such effectivenessincrease reasonably satisfactory to the Administrative Agent and the Borrower, including decisions as to the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such increase and the allocations of any increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Revolving Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.4.(j) that 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 Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6., and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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 or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) if requestedan opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters with respect to the increase of the Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has requested not to receive Notes, new Revolving Notes and/or Bid Rate Notes executed by the Borrower, payable to any such new Revolving Lenders and replacement Revolving Notes and/or Bid Rate Notes, as applicable, executed by the Borrower, payable to any such existing Revolving Lenders increasing their respective Revolving Commitments, in each case, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and consistent (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with those delivered on “know your customer” and Anti-Money Laundering Laws, including without limitation, the Closing Date under Section 4.02Patriot Act.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent (which shall promptly notify all of the Lenders), the Borrower may from time to time, time request an increase in the Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a “Revolving Credit Commitment Increase”; provided that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of (i) any such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal 15,000,000, (ii) the Borrower may make a maximum of four such requests and (iii) after giving effect to any such increase, the remaining Incremental aggregate amount of the Revolving Facility Amount) Credit Commitments and the date on Term Facilities shall not exceed $1,350,000,000 at any time. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase (which it may determine in its sole discretion) its Revolving Credit Maturity Date)Commitment and, and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage Share of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (. The Administrative Agent shall notify the Borrower and each Revolving Lender so declining or being deemed of the Lenders’ responses to have declined being a Non-Increasing Revolving Lender”)each request made hereunder. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphthat insufficient Revolving Credit Commitments are received, the Increasing Borrower may request additional Revolving Lenders Credit Commitments from new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignee shall have agreed pursuant to become a Revolving Credit Lender hereunder and the preceding sentence to increase their Revolving Commitments by an aggregate Borrower also may reduce the amount of such requested increase, so long as such reduced amount is not less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed minimum amount; provided, however, that each Augmenting Revolving Lender . Schedule 2.01 shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute modified accordingly for all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltyCredit Commitments. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default or Event of Default, by written upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request that an increase in the total Aggregate Revolving Commitment be increased by Commitments to an amount (for all such requests) not exceeding an aggregate amount not additional $150,000,000 of Revolving Commitments (in addition to exceed the Incremental $150,000,000 of Aggregate Revolving Facility Amount at such time. Upon Commitments in effect on the receipt of Closing Date); provided that (i) any such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount5,000,000, (ii) and the date on which such increase is requested to become effective (which no Lender shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in have any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity obligation to increase its Revolving Commitment by without its Pro Rata Percentage consent, and (iii) the Borrower may make a maximum of four such requests. At the proposed increased amount. Each time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall also specify (A) the upfront fee, if any, to be paid to the Lenders which agree to provide the requested increase in Revolving Commitments, and (B) the time period within which each Lender shall, by is requested to respond (which shall in no event be less than five (5) Business Days from the date of delivery of such notice to the Borrower and Lenders). Each Lender shall notify the Administrative Agent given within such time period whether or not more than 10 days after the date of the Administrative Agent’s notice, either agree it agrees to increase its Revolving Commitment and, if so, whether by all an amount equal to, greater than, or a portion less than its Pro Rata Share of the offered amount (each Revolving such requested increase. Any Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. If following such time period the Lenders have not agreed to provide the full amount of a requested increase, then the Borrower, at its option, may (i) (each Revolving Lender so declining rescind all or being deemed a portion of such request made to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after existing Lenders under this Section 2.20 and instead invite one or more Eligible Assignees reasonably acceptable to the Administrative Agent shall have delivered a notice pursuant to and the second sentence of this paragraphSwingline Lender (which may be, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrowerbut need not be, such Borrower may arrange for one or more banks or of the existing Lenders (other entities (any such bank or other entity being called an “Augmenting Revolving Lender”than Defaulting Lenders), which may include any Lender, ) to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a Lender hereunder pursuant to the unsubscribed amounta Joinder Agreement; provided, however, that each Augmenting Revolving Lender such Eligible Assignee or Eligible Assignees shall be subject have agreed to (x) provide the full amount of such requested increase (and shall not receive any upfront fees except as have been offered to the prior written approval of Lenders) and (y) become a party to this Agreement, (ii) accept the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be offers made in an amount that is less than the increase requested by the Borrower if such Borrower is unable existing Lenders or (iii) accept the offers made by the existing Lenders and also invite additional Eligible Assignees to arrange for, or chooses not become Lenders pursuant to arrange for, Augmenting Revolving Lendersa Joinder Agreement. (b) Each of If the parties hereto hereby agrees that Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent mayand the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, in consultation with the BorrowerBorrower shall (x) deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (for further distribution to each Lender) signed by a Responsible Officer of the Borrower certifying that, take any before and all action as may be reasonably necessary to ensure that after giving effect to such increase, (i) the representations and warranties contained in Sections 4.1, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.15, 4.16, 4.17 and 4.18 are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (ii) no Default or Event of Default exists and (iii) assuming the full amount of the requested increase in the Aggregate Revolving Commitments has been funded, the Borrower shall be in pro forma compliance with the financial covenants set forth in Article VI and (y) cause to be delivered to the Administrative Agent and the Lenders a favorable opinion of counsel for the Borrower, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent . The Borrower shall (x) prepay any increase Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to this Section 2.25, 2.18) to the extent necessary to keep the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance ratable with their new any revised Pro Rata Percentages. This may be accomplished at Shares arising from any nonratable increase in the discretion of the Administrative Agent, following consultation with the Borrower, Aggregate Revolving Commitments under this Section and (iy) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by pay any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject accrued and unpaid commitment fee pursuant to Section 2.16, but shall otherwise be without premium or penalty2.9(b). (c) Notwithstanding This Section shall supersede any provisions in Section 2.15(b) to the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender the aggregate amount of any such increases after the date hereof shall be subject not exceed $170,000,00095,000,000 (i.e., after giving effect to any such increases, the prior written approval aggregate amount of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals Revolving Commitments shall not exceed $1,300,000,000). Each such increase in the Revolving Commitments must be unreasonably withheld an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof, or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation other amounts as may be agreed to by the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than and the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Borrower. The Administrative Agent mayAgent, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the then-existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 then-existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of a then-existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.4(j) that 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 Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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) if requested, an opinion of counsel to the Borrower and the Guarantors addressed to the Administrative Agent shall have received legal opinionsand the Lenders, board resolutions and other closing certificates covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (with each Revolving Lender with a replaced Revolving Note to return the same to the Borrower, marked “Replaced” or its equivalent), (iv) intentionally omitted, (v) intentionally omitted; and (vi) a certificate confirming that any such increase is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence in form and substance reasonably acceptable to the Administrative Agent. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and consistent (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with those delivered “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Closing Revolving Loan Termination Date under Section 4.02then in effect and (z) have terms identical to the existing Revolving Commitments.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent may at any time and from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be time prior to the Maturity Date at its sole cost, expense and effort, request any one or more of the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Lenders having a Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any the decision to increase the Revolving Commitment of a Revolving Lender that does not deliver to be within the sole and absolute discretion of such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include or any Lender, other Person reasonably satisfactory to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)to provide a new Revolving Commitment, by submitting, upon 30 days’ prior written notice, to the Administrative Agent, the Swingline Lender and the Issuing Bank an Increase Supplement duly executed by the Borrower and each Augmenting such Revolving Lender shall execute or other Person, as the case may be. If such Increase Supplement is in all such documentation as respects reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Bank, the Administrative Agent shall reasonably specify execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to evidence the Borrower and each such Revolving Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, the Swingline Lender and the Issuing Bank, (i) in the case of each such Revolving Lender (an “Increasing Lender”), its Revolving Commitment and/or its status as shall be increased to the amount set forth in such Increase Supplement, (ii) in the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Revolving Lender hereunder, Any under the Loan Documents and its Revolving Commitment shall be as set forth in such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.Increase Supplement; provided that: (ba) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any immediately before and all action as may be reasonably necessary to ensure that after giving effect to any such increase no Default or Event of Default has occurred and is continuing; (b) immediately after giving effect to each increase made pursuant to this Section 2.252.11, the outstanding aggregate Revolving Commitments of all Lenders would not exceed $200,000,000; (c) each such increase of the aggregate Revolving Commitments shall be in an amount not less than $15,000,000 or such amount plus an integral multiple of $1,000,000; (d) the Revolving Commitments shall not be increased on more than three (3) occasions pursuant to this Section 2.11; (e) if Revolving Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (if anyi) are held by each such Increasing Lender, each such other Person and each other Revolving Lender having a Revolving Commitment shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Revolving Lender shall have assigned to each such Increasing Lender and each such other Person a portion of its Revolving Loans necessary to reflect proportionately the Revolving Lenders Commitments as adjusted in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of this Section 2.11, and (ii) in connection with such assignment, each such Increasing Lender and each such other Person shall pay to the Administrative Agent, following consultation for the account of each such other Revolving Lender, such amount as shall be necessary to reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Revolving Lender may treat the Borrowerassignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; (f) each such other Person shall have delivered to the Administrative Agent an Administrative Questionnaire and to the Administrative Agent and the Borrower all forms, (i) by requiring the outstanding Revolving Loans if any, that are required to be prepaid with the proceeds of a new Revolving Borrowing, (ii) delivered by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject such other Person pursuant to Section 2.16, but shall otherwise be without premium or penalty.3.7; and (cg) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercertificates, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions opinions and other closing certificates items as it shall reasonably requested by the Administrative Agent and consistent request in connection with those delivered on the Closing Date under Section 4.02such increase.

Increase in Revolving Commitments. (a) The Borrower maymay on one or more occasions during the Availability Period request, by written notice to the Administrative Agent from time Agent, the establishment of Incremental Revolving Commitments to timebe provided by Incremental Lenders and in connection therewith cause additional Swingline Commitments or LC Commitments to be provided by such Incremental Lenders (not exceeding, request that in the total Revolving Commitment be aggregate for all such new or increased by an Swingline Commitments or LC Commitments, the aggregate amount not to exceed of such Incremental Commitments); provided, however, that (i) the amount of each Incremental Facility shall be no less than $25,000,000 and (ii) the aggregate amount of all the Incremental Revolving Facility Amount at Commitments established hereunder shall not exceed $425,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase specify (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amounti) and the date on which such increase is requested to become effective (the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days nor more than 60 days (or such shorter period as may be agreed to by the Administrative Agent) after the date of on which such notice and which, in any event, must be prior is delivered to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after and (ii) the date amount of the Administrative Agent’s notice, either agree Incremental Revolving Commitments being requested (it being agreed that (A) any Lender approached to increase its provide any Incremental Revolving Commitment by all may elect or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline decline, in its sole discretion, to increase its provide such Incremental Revolving Commitment and (and B) any Revolving Person other than an existing Lender that does not deliver such a notice within such period of 10 days shall be deemed the Borrower proposes to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by become an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Incremental Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender Lenders and the Issuing Bank Banks (which approvals approval shall not be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders). (b) Each The terms and conditions of any Incremental Revolving Commitments and Loans and other extensions of credit to be made thereunder shall be identical to those of the parties hereto hereby agrees that Revolving Commitments hereunder and the Administrative Agent mayLoans and other extensions of credit made thereunder, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltytreated as a single class with such Revolving Commitments and Loans. (c) Notwithstanding the foregoing, no increase in the The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Amendments executed and delivered by the Borrower, each Incremental Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Facility or Incremental Revolving Commitments or new or increased Swingline Commitments or LC Commitments relating thereto will become effective under this Section 2.25 unless (i) no Default shall have occurred and be continuing at the time of, and immediately after giving effect to, the effectiveness of such Incremental Revolving Commitments, (ii) on the date of effectiveness thereof, the representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date of such effectiveness, the conditions set forth except where such representations and warranties expressly relate to an earlier date, in paragraphs (b)which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, (ciii) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated the date of such effectiveness confirming satisfaction as of such date and executed by a Financial Officer of the Borrowerconditions referred to in clauses (i) and (ii), (iv) the Borrower shall make any payments required to be made pursuant to Section 2.14 in connection with such Incremental Revolving Commitments and the related transactions under this Section, and (iiv) if requested, the Borrower shall have delivered to the Administrative Agent shall have received such legal opinions, board resolutions resolutions, secretary’s certificates, officer’s certificates and other closing certificates documents, consistent with those delivered under Section 4.01 hereof, as shall reasonably be requested by the Administrative Agent in connection with such Incremental Facility. Each Incremental Facility Amendment may, without the consent of any Lender other than the Incremental Lenders party thereto, effect such amendments to this Agreement as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Revolving Lender” and, as applicable, a Swingline Lender, and, as applicable, a Issuing Bank, hereunder, and consistent shall thereafter be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder, and (ii)(A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Lender and (B) the aggregate Revolving Commitments shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitments, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentages of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each Revolving Lender, at the principal amount thereof (together with those delivered accrued interest), such interests in the outstanding Revolving Loans and funded participations in Swingline Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and funded participations in Swingline Loans and Letters of Credit will be held by all the Closing Date under Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in paragraph (a) of this Section 4.02and of the effectiveness of any Incremental Revolving Facility, in each case advising the Lenders of the details thereof and of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to paragraph (e) of this Section.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender the aggregate amount of any such increases shall be subject not exceed $50,000,000.00 (i.e., after giving effect to any such increases, the prior written approval aggregate amount of the Revolving Commitments shall not exceed $650,000,000.00). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000.00 and integral multiples of $5,000,000.00 in excess thereof. The Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.4(j) that 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 Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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) if requested, an opinion of NAI-1502661059v7 45 counsel to the Borrower and the Guarantors addressed to the Administrative Agent shall have received legal opinionsand the Lenders, board resolutions and other closing certificates covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments, (iv) such duly executed modifications of the existing Mortgages as are necessary or appropriate to reflect that the aggregate Revolving Commitment has increased, and (v) if a Trigger Event has occurred, a commitment from the appropriate title insurance company to issue such endorsements as the Administrative Agent may deem appropriate in connection with the modified Mortgages. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and consistent agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with those delivered “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be secured by the Collateral, and guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Closing Revolving Loan Termination Date under Section 4.02and (z) have terms identical to the existing Revolving Commitments.

Increase in Revolving Commitments. Effective as of the First Amendment Effective Date, each Additional Revolving Commitment Lender hereto agrees to provide an increased Facility B Revolving Commitment or new Facility B Revolving Commitment, to the extent applicable, in an amount equal to such Facility B Revolving Commitment amount set forth next to such Additional Revolving Commitment Lender’s name on Schedule I hereto under the caption “Additional Revolving Facility B Commitments”. Each Additional Revolving Commitment Lender that is not a Revolving Lender (each a “New Lender”) immediately prior to giving effect to the First Amendment Effective Date (a) The Borrower mayacknowledges that it has received a copy of the Amended Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements delivered by written notice the Company pursuant to the Amended Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to become a Lender under the Amended Credit Agreement; and (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Amended Credit Agreement. Each New Lender represents and warrants that (a) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Amendment and to become a Lender under the Amended Credit Agreement; and (b) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution and delivery of this Amendment and the performance of its obligations as a Lender under the Amended Credit Agreement. Furthermore, each New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Administrative Agent may reasonably request in connection with the transactions contemplated by this Amendment, including that each New Lender shall promptly execute and deliver Annex II to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such timeAgent. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Each New Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice signature to the Borrower this Amendment acknowledges and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event agrees that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphdate hereof, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, each such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving New Lender shall be subject bound by the terms of the Amended Credit Agreement as fully and to the prior written approval same extent as if such New Lender were an original Lender under the Amended Credit Agreement. The parties hereto agree (a) that the increase to the Revolving Commitments shall be effective as of the Administrative AgentFirst Amendment Effective Date, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each to waive the three Business Day period prior to effectiveness of such increase and (c) to waive the parties hereto hereby agrees requirement that the Administrative Agent may, in consultation with the Borrower, take any receive and all action as may be reasonably necessary to ensure that after giving effect to any accept increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase letters in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date form of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate Annex 1 or Annex 2 to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.Exhibit E.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Parent Borrower may from time to time request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each "Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase"); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to 10,000,000 (unless the remaining Incremental Revolving Facility AmountAdministrative Agent otherwise agrees) and (ii) the date on which aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Closing Date shall not exceed the sum of (x) $150,000,000 and (y) the amount of any reductions in the Maximum FILO Amount since the Closing Date. The Parent Borrower may request additional Revolving Credit Commitments from existing Lenders or Additional Lenders and upon execution of a customary joinder agreement, such increase is requested to Additional Lenders shall become effective (which Lenders hereunder. Schedule 1.01(f) hereto shall be not less than 10 Business Days nor more than 60 days after the date of modified accordingly for all such notice and which, in any event, must be prior to the new Revolving Credit Maturity Date), Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the Borrowers shall not be obligated to offer each Revolving any existing Lender the opportunity to increase its provide any Revolving Credit Commitment by its Pro Rata Percentage Increase. (b) If the Revolving Credit Commitments are increased in accordance with this Section 2.14, the Administrative Agent and the Parent Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the proposed increased amount. Each Revolving Lender shall, by notice to the Parent Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Parent Borrower shall deliver to the Administrative Agent given not more than 10 days after the date a certificate of each Loan Party dated as of the Administrative Agent’s noticeIncrease Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, either agree to increase its Revolving Commitment by all or a portion and (ii) in the case of the offered amount Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a)); provided that, to the extent such representations and warranties are qualified with "materiality" or "Material Adverse Effect" or similar terms, such representations and warranties shall be true and correct in all respects, and (B) no Default exists. (c) On each Revolving Lender so agreeing being an “Increasing Revolving Lender”Increase Effective Date, (i) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days the Borrowers shall be deemed to have declined repaid the Revolving Credit Loans outstanding on such Increase Effective Date immediately prior to increase the effectiveness of such Revolving Credit Commitment Increase (the "Existing Revolving Borrowings"), (ii) each existing Lender increasing its Revolving CommitmentCredit Commitments shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender's Pro Rata Share (calculated after giving effect to the effectiveness of such Revolving Credit Commitment Increase) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Pro Rata Share (calculated without giving effect to the effectiveness of such Revolving Credit Commitment Increase) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) each Additional Lender shall pay to the Administrative Agent in same day funds an amount equal to the product of (A) such Lender's Pro Rata Share (calculated after giving effect to the effectiveness of such Revolving Lender so declining or being deemed to have declined being a Non-Increasing Credit Commitment Increase) multiplied by (B) the aggregate amount of the Resulting Revolving Lender”). In the event thatBorrowings, on the 10th day (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall have delivered a notice pursuant pay to each Lender the portion of such funds that is equal to the second sentence difference between (A) the product of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant (1) such Lender's Pro Rata Share (calculated without giving effect to the preceding sentence to increase their effectiveness of such Revolving Commitments Credit Commitment Increase) multiplied by an (2) the aggregate amount less than of the increase requested Existing Revolving Borrowings, and (B) the product of (1) such Lender's Pro Rata Share (calculated after giving effect to the effectiveness of such Revolving Credit Commitment Increase) multiplied by (2) the Borroweraggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Credit Commitment Increase, each Borrower may arrange for one or more banks or other entities shall be deemed to have made new Borrowings (any such bank or other entity being called an “Augmenting the "Resulting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments Borrowings") in an aggregate amount equal to the unsubscribed amount; providedaggregate amount of such Borrower's Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Committed Loan Notice delivered by such Borrower to the Administrative Agent in accordance with Section 2.02 (and each Borrower shall deliver such Committed Loan Notice), however, that (vi) each Augmenting Lender shall be deemed to hold its Pro Rata Share of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) each Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings of such Borrower. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the prior written approval applicable Borrower pursuant to the provisions of Section 3.05 if the date of the Administrative Agenteffectiveness of such Revolving Credit Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Credit Commitment Increase pursuant to this Section 2.14, the Swingline each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)each existing Lender increasing its Revolving Credit Commitments, and the Borrower each such Additional Lender and each Augmenting Revolving such existing Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence increasing its Revolving Commitment and/or its status as Credit Commitments will automatically and without further act be deemed to have assumed, a Revolving Lender hereunderportion of such Lender's Letter of Credit Exposure and participations in outstanding Swing Loans and Extraordinary Advances such that, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25such Revolving Credit Commitment Increase and each such deemed assignment and acceptance of such participations, the percentage of the aggregate outstanding Revolving participations hereunder in Letter of Credit Exposure and participations in outstanding Swing Loans (if any) are and Extraordinary Advances, in each case held by the Revolving Lenders in accordance with their new each Lender (including each such Additional Lender) will equal such Lender's Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltyShare. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of This Section 4.01 2.14 shall be satisfied (treating supersede any provisions in Section 2.13 and Section 10.01 to the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender the aggregate amount of any such increases after the date hereof shall be subject not exceed $95,000,000 (i.e., after giving effect to any such increases, the prior written approval aggregate amount of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals Revolving Commitments shall not exceed $1,300,000,000). Each such increase in the Revolving Commitments must be unreasonably withheld an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof, or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation other amounts as may be agreed to by the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than and the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Borrower. The Administrative Agent mayAgent, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the then-existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 then-existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of a then-existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.4(j) that 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 Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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) if requested, an opinion of counsel to the Borrower and the Guarantors addressed to the Administrative Agent shall have received legal opinionsand the Lenders, board resolutions and other closing certificates covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (with each Revolving Lender with a replaced Revolving Note to return the same to the Borrower, marked “Replaced” or its equivalent), (iv) intentionally omitted, (v) intentionally omitted; and (vi) a certificate confirming that any such increase is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence in form and substance reasonably acceptable to the Administrative Agent. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and consistent (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with those delivered “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Closing Revolving Loan Termination Date under Section 4.02then in effect and (z) have terms identical to the existing Revolving Commitments.

Increase in Revolving Commitments. (a) The Borrower may, by written notice at its option any time prior to the Administrative Agent from time second anniversary of the Initial Closing Date, seek to time, request that increase the total Revolving Commitment be increased Commitments by up to an aggregate amount not to exceed the Incremental $50,000,000 (resulting in maximum Revolving Facility Amount at such time. Upon the receipt Commitments of such request by $115,000,000) upon written notice to the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth specify the amount of the requested any such incremental increase (which shall not be less than $5,000,000 and in minimum increments integral multiples of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date 1,000,000 in excess of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment amount) sought by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. The Administrative Agent, may allocate the incremental increase (which may be declined by any Lender in its sole discretion) in the Revolving Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks or entities acceptable to the Administrative Agent given not more than 10 days after that have expressed a desire to accept the date increase in Revolving Commitments. The Administrative Agent will then notify each existing and potential new Lender of such revised allocations of the Administrative Agent’s noticeRevolving Commitments, either agree to increase its Revolving Commitment by all or a portion of including the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”)desired increase. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no No increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on until each of the date existing or new Lenders extending such incremental Revolving Commitments and the Borrower shall have delivered to the Administrative Agent a document in form and substance satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Revolving Commitment increase, any such effectivenessnew Lender states its Revolving Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, and the conditions set forth Borrower accepts such new Revolving Commitments. After giving effect to such increase in paragraphs (b)Revolving Commitments, (c) all Loans and (d) of Section 4.01 all such other credit exposure shall be satisfied (treating held ratably by the effectiveness of Lenders in proportion to their respective Revolving Commitments, as revised to reflect the increase in the Revolving Commitment. Upon any increase in Revolving Commitment pursuant to this Section, the Borrower shall pay Administrative Agent for the ratable benefit of only the Lenders (including any new Lender) whose Revolving Commitments as a “Credit Event” for such purposes) are increased an upfront fee in an amount equal to what is mutually agreed to among the Borrower, the Lenders whose Revolving Commitments are increased and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Agent. Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested will use its commercially reasonable efforts to arrange the increase in Revolving Commitment sought by the Administrative Agent and consistent with those delivered on the Closing Date Borrower but is under Section 4.02no obligation to consummate any such increase.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date for Revolving Loans and Revolving Commitments to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase such increases of the Revolving Commitments, the aggregate amount of the Revolving Commitments shall not exceed $1,600,000,000 (less the aggregate amount of reductions of Revolving Commitments effected pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages2.12.). This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof. The Borrower may invite any Lender and/or any Affiliate of any Lender and/or any other Person (other than the Borrower or any of the Borrower’s Affiliates or Subsidiaries) to provide an increase in its Revolving Commitments or a new Revolving Commitment, as the case may be. No Lender shall become effective be obligated in any way whatsoever to increase its Revolving Commitment or to provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase of the Revolving Commitments must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, 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 Revolving Lenders under Section 2.4.(j) that 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 Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments under this Section 2.25 unless is subject to the following conditions precedent: (ix) no Default or Event of Default shall be in existence on the effective date of such increase of the Revolving Commitments, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) increase of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in ‌ ​ LEGAL02/42113124v8 ​ the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as a “Credit Event” for of such purposesearlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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 and other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase of the Revolving Commitments; (ii) if requestedan opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions Issuing Banks and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their respective Revolving Commitments, in each case, in the amount of such ▇▇▇▇▇▇’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments unless such ▇▇▇▇▇▇ has requested not to receive a Revolving Note. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02may reasonably request.

Increase in Revolving Commitments. (a) The Borrower may, Borrowers shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender shall be subject after giving effect to any such increases the prior written approval aggregate amount of the Revolving Commitments shall not exceed $200,000,000.00. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof or in such other amounts as approved by Administrative Agent in its sole discretion. The Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the BorrowerBorrowers, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of the Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.4.(j) that 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 Borrowers shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrowers and each other Loan Party in any Loan Document to which any of them is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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 partnership and/or member, or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate or other necessary action taken by the Guarantor authorizing the guaranty of such increase; and (ii) if requestedan opinion of counsel to the Borrowers and the Guarantor, and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrowers, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrowers, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.19 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent and consistent with those delivered on may reasonably request. (c) Section 7.2 of the Closing Date under Section 4.02.Credit Agreement is hereby amended so that it reads, in its entirety, as follows:

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from At any time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date, the Borrower may effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a "Revolving Facility Increase"), by designating either one or more of the existing Revolving Lenders (each of which, in its sole discretion, may determine whether and shall offer each to what degree to participate in such Revolving Facility Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent, the Issuing Lenders and the Swingline Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “"Increasing Revolving Lender”") or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting "Additional Revolving Lender”"), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting such Revolving Lender Facility Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Revolving Facility Increases shall not exceed $100,000,000, and (C) except as otherwise provided below, all Revolving Commitments and Revolving Advances provided pursuant to a Revolving Facility Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase increases in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in Increasing Revolving Lenders plus the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerAdditional Revolving Lenders upon giving effect to a Revolving Facility Increase shall not, and in the aggregate, exceed the amount of such Revolving Facility Increase. The Borrower shall provide prompt notice of any proposed Revolving Facility Increase pursuant to this clause (iid)(i) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by to the Administrative Agent and consistent with those delivered the Lenders. This Section 2.1(d)(i) shall not be construed to create any obligation on any of the Closing Date under Section 4.02Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.

Increase in Revolving Commitments. (a) The After the occurrence of the Optional Amendment Effective Date, the Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Lender Commitments shall not exceed $350,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions, subject to the prior written Borrower’s approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals approval shall not be unreasonably withheld or delayed), 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 Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, on the date it increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, 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 Revolving Lenders under Section 2.3.(j) that 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 Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties 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, and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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, 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) if requestedat the request of the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.21. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. (i) The Credit Agreement is amended by deleting all references to 0.50% in Section 3.5.(d) and consistent replacing such references with those delivered references to 0.25%. (j) The Credit Agreement is amended by restating the first sentence of Section 3.10(a) in its entirety as follows: All payments by the Borrower and the Gallery Borrower of principal of, and interest on, the Loans, all other Obligations and all other Gallery Obligations shall be made free and clear of and without deduction for any present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding (i) franchise taxes, (ii) any taxes (other than withholding taxes) that would not be imposed but for a connection between the Administrative Agent, the Issuing Bank or a Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue of the activities of the Administrative Agent, the Issuing Bank or such Lender pursuant to or in respect of this Agreement or any other Loan Document), (iii) any taxes imposed on or measured by the Closing Issuing Bank’s or any Lender’s assets, net income, receipts or branch profits (iv) any taxes arising after the Agreement Date under solely as a result of or attributable to a Lender changing its designated Lending Office after the date such Lender becomes a party hereto and (v) any taxes imposed by Sections 1471 through Section 4.021474 of the Internal Revenue Code (including any official interpretations thereof, collectively “FATCA”) on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA after December 31, 2012 (such non-excluded items being collectively called “Taxes”). (k) The Credit Agreement is amended by deleting the parenthetical “(other than the New River Valley Mall Property)” from Section 3.11(a). (l) The Credit Agreement is amended by restating Section 3.12(a)(v)(B) in its entirety as follows:

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender the aggregate amount of any such increases shall be subject not exceed $100,000,000 (i.e., after giving effect to any such increases, the prior written approval aggregate amount of the Revolving Commitments shall not exceed $650,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the then-existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 then-existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of a then-existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.4(j) that 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 Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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) if requested, an opinion of counsel to the Borrower and the Guarantors addressed to the Administrative Agent shall have received legal opinionsand the Lenders, board resolutions and other closing certificates covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (with each Revolving Lender with a replaced Revolving Note to return the same to the Borrower, marked “Replaced” or its equivalent), (iv) intentionally omitted, (v) intentionally omitted; and (vi) a certificate confirming that any such increase is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence in form and substance reasonably acceptable to the Administrative Agent. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and consistent (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with those delivered “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Closing Revolving Loan Termination Date under Section 4.02and (z) have terms identical to the existing Revolving Commitments.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right, at any time and from time to time, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to time, request that any such increases the total aggregate amount of the Revolving Commitment Commitments shall not exceed $1,500,000,000 minus the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.12. hereof. Each such increase in the Revolving Commitments must be increased by an aggregate minimum amount not to exceed of $10,000,000 and integral multiples of $5,000,000 in excess thereof. If the Incremental Revolving Facility Amount at such time. Upon the receipt of such request is approved by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such increases in Commitments or new Commitments, as the case may be, shall be reasonably acceptable to the Borrower. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, 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) that 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 4.4. as a result of the prepayment of any such Revolving Loans. In connection with any increase of the Revolving Commitments under this Section, (I) 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 on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, (II) if a Default Event of Default exists or any such representation or warranty is not true and 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, and (III) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, in form and substance reasonably 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) if requestedan opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02may reasonably request.

Increase in Revolving Commitments. At any time after the Closing Date but prior to the Maturity Date, the Borrower may effectuate up to three separate increases in the aggregate Revolving Commitments (a) The Borrower mayeach such increase being a “Revolving Facility Increase”), by written notice designating either one or more of the existing Revolving Lenders (each of which, in its sole discretion, may determine whether and to the Administrative Agent from time what degree to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental participate in such Revolving Facility Amount at such time. Upon the receipt of such request by Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) Issuing Lenders and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after Swingline Lender) that at the date of such notice and whichtime agree, in the case of any event, must be prior to the Revolving Credit Maturity Date), and shall offer each such bank or financial institution that is an existing Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Additional Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting such Revolving Lender Facility Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Revolving Facility Increases since the Closing Date shall not exceed $250,000,000, and (C) except as otherwise provided below, all Revolving Commitments and Revolving Advances provided pursuant to a Revolving Facility Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase increases in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in Increasing Revolving Lenders plus the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerAdditional Revolving Lenders upon giving effect to a Revolving Facility Increase shall not, and in the aggregate, exceed the amount of such Revolving Facility Increase. The Borrower shall provide prompt notice of any proposed Revolving Facility Increase pursuant to this clause (iic)(i) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by to the Administrative Agent and consistent with those delivered the Lenders. This Section 2.1(c)(i) shall not be construed to create any obligation on any of the Closing Date under Section 4.02Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent may at any time and from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be time prior to the Maturity Date at its sole cost, expense and effort, request any one or more of the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Lenders having a Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any the decision to increase the Revolving Commitment of a Revolving Lender that does not deliver to be within the sole and absolute discretion of such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include or any Lender, other Person reasonably satisfactory to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)to provide a new Revolving Commitment, by submitting, upon 30 days’ prior written notice, to the Administrative Agent, the Swingline Lender and the Issuing Bank an Increase Supplement duly executed by the Borrower and each Augmenting such Revolving Lender shall execute or other Person, as the case may be. If such Increase Supplement is in all such documentation as respects reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Bank, the Administrative Agent shall reasonably specify execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to evidence the Borrower and each such Revolving Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, the Swingline Lender and the Issuing Bank, in the case of each such Revolving Lender (an “Increasing Lender”), its Revolving Commitment and/or its status as shall be increased to the amount set forth in such Increase Supplement, in the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Revolving Lender hereunder, Any under the Loan Documents and its Revolving Commitment shall be as set forth in such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.Increase Supplement; provided that: (ba) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any immediately before and all action as may be reasonably necessary to ensure that after giving effect to any such increase no Default or Event of Default has occurred and is continuing; (b) immediately after giving effect to each increase made pursuant to this Section 2.252.11, the outstanding aggregate Revolving Commitments of all Lenders would not exceed $200,000,000; (c) each such increase of the aggregate Revolving Commitments shall be in an amount not less than $15,000,000 or such amount plus an integral multiple of $1,000,000; (d) the Revolving Commitments shall not be increased on more than three (3) occasions pursuant to this Section 2.11; (e) if Revolving Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (if any1) are held by each such Increasing Lender, each such other Person and each other Revolving Lender having a Revolving Commitment shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Revolving Lender shall have assigned to each such Increasing Lender and each such other Person a portion of its Revolving Loans necessary to reflect proportionately the Revolving Lenders Commitments as adjusted in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of this Section 2.11, and (1) in connection with such assignment, each such Increasing Lender and each such other Person shall pay to the Administrative Agent, following consultation for the account of each such other Revolving Lender, such amount as shall be necessary to reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Revolving Lender may treat the Borrowerassignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; (f) each such other Person shall have delivered to the Administrative Agent an Administrative Questionnaire and to the Administrative Agent and the Borrower all forms, (i) by requiring the outstanding Revolving Loans if any, that are required to be prepaid with the proceeds of a new Revolving Borrowing, (ii) delivered by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject such other Person pursuant to Section 2.16, but shall otherwise be without premium or penalty.3.7; and (cg) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrowercertificates, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions opinions and other closing certificates items as it shall reasonably requested by the Administrative Agent and consistent request in connection with those delivered on the Closing Date under Section 4.02such increase.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right, at any time and from time to time, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to time, request that any such increases the total aggregate amount of the Revolving Commitment Commitments shall not exceed $1,750,000,000 minus the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.12. hereof. Each such increase in the Revolving Commitments must be increased by an aggregate minimum amount not to exceed of $10,000,000 and integral multiples of $5,000,000 in excess thereof. If the Incremental Revolving Facility Amount at such time. Upon the receipt of such request is approved by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such increases in Commitments or new Commitments, as the case may be, shall be reasonably acceptable to the Borrower. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, 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) that 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 4.4. as a result of the prepayment of any such Revolving Loans. In connection with any increase of the Revolving Commitments under this Section, (I) 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 on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, (II) if a Default Event of Default exists or any such representation or warranty is not true and 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, and (III) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, in form and substance reasonably 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) if requestedan opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such ▇▇▇▇▇▇’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02may reasonably request.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default or Event of Default, by written upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountCommitted Amount; provided, however, that each Augmenting the maximum amount of the Revolving Committed Amount after giving effect to any such increase shall not exceed $100,000,000. The aggregate amount of any individual increase hereunder shall be in a minimum amount of $5,000,000, or such lesser amount as may be necessary to increase the Revolving Committed Amount to the maximum $100,000,000, and in integral multiples of $1,000,000 in excess thereof. To achieve the full amount of a requested increase, the Borrower may solicit increased Revolving Commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall be subject obligated to the prior written approval of the Administrative Agentaccept an increase in its Revolving Commitment pursuant to this Section 2.5 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its existing Revolving Commitment or provide a new Revolving Commitment pursuant to this Section 2.5 shall, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)in connection therewith, and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as deliver to the Administrative Agent shall reasonably specify a new commitment agreement in form and substance satisfactory to evidence the Administrative Agent and its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenderscounsel. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by If the Revolving Lenders Committed Amount is increased in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requestedSection, the Administrative Agent and the Borrower shall have received legal opinionsdetermine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and Schedule 2.1(a) hereto shall be deemed amended to reflect such increase and final allocation. As a condition precedent to such increase, board resolutions and other closing certificates reasonably requested by in addition to any deliveries pursuant to subsection (a) above, the Borrower shall deliver to the Administrative Agent each of the following in form and consistent with those delivered on substance satisfactory to the Closing Date under Section 4.02.Administrative Agent: (1) a 48

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default, by written and the increase of the Revolving Commitments and the incurrence of Revolving Loans or the issuance of such Letters of Credit shall thereafter not violate, result in a default, or require the granting of a Lien to the holders of Indebtedness, under the Senior Notes Debt Documents, upon notice to the Administrative Agent Agent, the Lead Borrower, on behalf of the Borrowers, may from time to time, request that an increase in the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Commitments of all Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be Lenders in minimum increments of $500,000 and a minimum amount of no less than $2,500,000 10.0 million or equal $1.0 million multiples in excess thereof; provided, however, that after giving effect to any such increases, the aggregate Revolving Commitments of all Revolving Lenders shall not exceed $250.0 million. At the time of sending notice of such request to the remaining Incremental Revolving Facility AmountLenders, the Lead Borrower (in consultation with the Administrative Agent) and shall specify the date on time period within which such increase each Revolving Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Revolving Credit Maturity DateLenders). If requested to respond, and shall offer each Revolving Lender in its sole and absolute discretion shall notify the opportunity Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of the proposed increased amountsuch requested increase. Each Any Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (. The Administrative Agent shall notify the Lead Borrower and each Revolving Lender so declining or being deemed of the Revolving Lenders’ responses to have declined being each request made hereunder. If the Revolving Lenders do not agree to the full amount of a Non-Increasing requested increase, the Lead Borrower may then invite additional financial institutions (solely to the extent otherwise permitted by Section 11.04) to become Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Lenders pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersJoinder Agreement. (b) Each of If the parties hereto hereby agrees that aggregate Revolving Commitments are increased in accordance with this Section 2.20, the Administrative Agent mayand the Lead Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Lead Borrower and the Revolving Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, in consultation with the BorrowerBorrowers shall deliver to the Administrative Agent (i) an Officers’ Certificate of the Borrowers dated as of the Increase Effective Date certifying and attaching the resolutions adopted approving or consenting to such increase and certifying that, take any before and all action as may be reasonably necessary to ensure that after giving effect to such increase, the representations and warranties contained in Article III are true and correct in all material respects on and as of the Increase Effective Date (except to the extent that such representation or warranty relates to an earlier date, in which case such representation and warranty shall be true in all material respects on and as of such date) and no Default or Event of Default exists, and (ii) a Certificate of a Financial Officer demonstrating pro forma compliance with Section 6.08 immediately after giving effect to such increase. The Borrowers shall deliver new or amended Notes reflecting the increased Revolving Commitment of any Revolving Lender requesting a Note. The Administrative Agent shall distribute an amended Annex I (which shall be deemed incorporated into this Agreement) to reflect any changes therein resulting from such increase. The Borrowers shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.20, provided, that with the consent of each directly affected Revolving Lender (which consent may be verbal or electronic transmission) such amount or any portion thereof may be settled on a net basis with each Revolving Lender having a new or nonratable increase in its Revolving Commitment funding its Pro Rata Percentages of the principal amount of the Revolving Loans outstanding on the Increase Effective Date with such amounts applied on behalf of the Borrowers to reduce the outstanding Revolving Loans of Revolving Lenders whose Revolving Loans outstanding exceed their revised Pro Rata Percentages of the aggregate Revolving Loans outstanding as a result of such increased aggregate Revolving Commitments. The Borrowers shall pay to each such Revolving Lender any amounts required pursuant to Section 2.13 together with interest on such amounts paid as if such Revolving Lender received such prepayment directly from the Borrowers. Any such increase made pursuant to this Section 2.25, 2.20 shall be on the outstanding Revolving Loans (if any) are held by same terms and conditions as apply to the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at respect to all other Revolving Loans, except that the discretion of Borrowers will pay such fees to BAS and the Administrative Agent, following consultation with Revolving Lenders furnishing such increase as the Lead Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing BAS and such Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penaltymay then agree. (c) Notwithstanding This Section 2.20 shall supersede any provisions in Section 11.02 to the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default or Event of Default, by written and the increase of the Aggregate Commitments and the incurrence of Loans or the issuance of such Letters of Credit shall thereafter not violate, result in a default under, or require the granting of a Lien to the holders of Indebtedness under, the Senior Subordinated Notes or cause any of the Obligations hereunder to cease to be “Senior Indebtedness” (as defined in the Subordinated Debt Documents), upon notice to the Administrative Agent Agent, the Borrower may from time to time, request that an increase in the total Revolving Commitment be increased by Aggregate Commitments of all Lenders in an aggregate principal amount not to exceed $25.0 million; provided, however, that (i) no more than two such increase requests may be made and (ii) after giving effect to any such increases, the Incremental Revolving Facility Amount at such timeAggregate Commitments of all Lenders shall not exceed $150.0 million minus the aggregate amount of any permanent reduction of Commitments hereunder. Upon At the receipt time of sending notice of such request by to the Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). If requested to respond, each Lender in its sole and absolute discretion shall notify the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 within such time period whether or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the The Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and notify the Borrower and each Augmenting Revolving Lender shall execute all such documentation as of the Administrative Agent shall reasonably specify Lenders’ responses to evidence its Revolving Commitment and/or its status as each request made hereunder. If the Lenders do not agree to the full amount of a Revolving Lender hereunderrequested increase, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable may then invite a Lender or any Lenders to arrange for, increase their Commitments or chooses not invite additional financial institutions (solely to arrange for, Augmenting Revolving Lendersthe extent otherwise permitted by Section 11.07) to become Lenders pursuant to a Joinder Agreement. (b) Each of If the parties hereto hereby agrees that Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent mayand the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, in consultation with the BorrowerBorrower shall deliver to the Administrative Agent (i) an Officers’ Certificate of the Borrower dated as of the Increase Effective Date certifying and attaching the resolutions adopted approving or consenting to such increase and certifying that, take any before and all action as may be reasonably necessary to ensure that after giving effect to such increase, the representations and warranties contained in Article IV are true and correct in all material respects on and as of the Increase Effective Date (except to the extent that such representation or warranty relates to an earlier date, in which case such representation and warranty shall be true in all material respects on and as of such date) and no Default or Event of Default exists, and (ii) a Certificate of a Financial Officer demonstrating pro forma compliance with Section 7.14 after giving effect to such increase. The Borrower shall deliver new or amended Notes reflecting the increased Commitment of any increase Lender requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement) to reflect any changes therein resulting from such increase. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Percentages arising from any nonratable increase in the Aggregate Commitments under this Section 2.252.15, provided, that with the consent of each directly affected Lender (which consent may be verbal or electronic transmission) such amount or any portion thereof may be settled on a net basis with each Lender having a new or nonratable increase in its Commitment funding its Pro Rata Percentages of the principal amount of the Loans outstanding on the Increase Effective Date with such amounts applied on behalf of the Borrower to reduce the outstanding Revolving Loans (if any) are held by the Revolving of Lenders in accordance with whose Loans outstanding exceed their new revised Pro Rata Percentages. This may be accomplished at the discretion Percentages of the Administrative Agent, following consultation aggregate Loans outstanding as a result of such increased Aggregate Commitments. The Borrower shall pay to each such Lender any amounts required pursuant to Section 3.05 together with interest on such amounts paid as if such Lender received such prepayment directly from the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding This Section 2.15 shall supersede any provisions in Section 11.01 to the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right to request, not more frequently than once per calendar quarter, increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, such increases the outstanding Revolving Loans (if any) are held by aggregate amount of the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion Commitments of all of the Administrative Agent, following consultation with the Borrower, Lenders shall not exceed Two Hundred Million Dollars (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing$200,000,000). Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no Each such increase in the Revolving Commitments must be an aggregate minimum amount of Twenty-Five Million Dollars ($25,000,000) and integral multiples of Twenty-Five Million Dollars ($25,000,000) in excess thereof. Administrative Agent, in consultation with Borrower, shall become effective under this Section 2.25 unless (i) on manage all aspects of the date syndication of such effectivenessincrease in the Revolving Commitments, including decisions as to the conditions set forth in paragraphs (b)selection of the existing Lenders and/or other banks, (c) financial institutions and (d) of Section 4.01 shall other institutional lenders to be satisfied (treating approached with respect to such increase and the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to Administrative Agent for the account of such purposesother Lenders, 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) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. 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. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent (together with any other conditions precedent imposed by Administrative Agent and the Lenders in their sole and absolute discretion): (i) no Event of Default shall be in existence on the effective date of such increase; (ii) the representations and warranties made or deemed made by Borrower and Guarantor in any Loan Document shall be true or correct on the effective date of such increase except to the extent that such representations and warranties 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 the except for changes in factual circumstances specifically and expressly permitted hereunder; (iii) Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, in form and substance satisfactory to Administrative Agent: (iiA) if requestedsuch agreements, the amendments, promissory notes, documents, certificates and instruments as Administrative Agent shall have received legal opinionsreasonably require to evidence the increase in the Revolving Loan Commitment; (B) an acknowledgement and ratification by Guarantor of its obligations under the Guaranty and the Hazardous Materials Indemnity Agreement; (C) an opinion of counsel to Borrower and Guarantor, board resolutions and other closing certificates addressed to Administrative Agent and the Lenders covering such matters as reasonably requested by Administrative Agent; and (D) endorsements to the Title Policies dating down the effective date of such Title Policies and increasing such Title Policies by the amount of such increase in the Revolving Loan Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.13, any Lender becoming a party hereto shall execute such documents and agreements as Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02may reasonably request.

Increase in Revolving Commitments. (a) The Subject to the conditions set forth below in this Section, the Borrower may, shall have the right to increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender shall be subject after giving effect to any such increases the prior written approval aggregate amount of the Revolving Commitments shall not exceed $1,700,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof, or such other amounts as Administrative Agent may approve from time to time. The Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, 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 pursuant to Section 2.4(j) that 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. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall exist, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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 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) if requestedan opinion of counsel to the Borrower and the Guarantors (organized in Delaware), and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.18 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02may reasonably request.

Increase in Revolving Commitments. (a) The Borrower Company may, at any time, by written means of a notice to the Administrative Agent from time to timeAgent, request that the total aggregate Revolving Commitments be increased (a “Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount Increase”) as of the requested date specified in such notice (the “Increase Date”) by (i) increasing the Revolving Commitment of one or more Lenders that have agreed to such increase (which an “Increasing Lender”) (it being understood that no Lender shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity have an obligation to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice pursuant to the Borrower and the Administrative Agent given not this Section 2.3) and/or (ii) adding one or more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount lenders (each Revolving Lender so agreeing being an “Increasing Revolving Assuming Lender”) or decline to increase its as a party hereto with a Revolving Commitment in an amount agreed to by such Assuming Lender; provided that (and any Revolving Lender that does not deliver such a notice within such period A) in no event shall the aggregate amount of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their aggregate Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (exceed $750,000,000 after giving effect to any such bank or other entity being called an “Augmenting increase and (B) the Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that Commitment of each Augmenting Revolving such Assuming Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, of $10,000,000 or chooses not to arrange for, Augmenting Revolving Lendersmore. (b) Each of On each Increase Date, (x) each Assuming Lender that has agreed to participate in the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding requested Revolving Loans (if any) are held by the Revolving Lenders Commitment Increase in accordance with their new Pro Rata Percentages. This may Section 2.3(a) shall become a Lender, party to this Agreement with a Revolving Commitment in the amount set forth in its New Lender Supplement, (y) the Revolving Commitment of each Increasing Lender for such requested Revolving Commitment Increase shall be accomplished at increased by the discretion amount set forth in its Commitment Increase Supplement as provided in clause (b)(ii)(B) below, and (z) participating interests in then outstanding Letters of Credit shall be reallocated to reflect the respective Revolving Percentages of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination L/C Obligations of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject Lenders from time to Section 2.16, but shall otherwise be without premium or penalty.time; provided that: (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectivenessIncrease Date, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 5.2 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed signed by a Financial Responsible Officer of the BorrowerCompany, and dated such Increase Date, to the effect that such conditions are satisfied; and (ii) if requestedon or before such Increase Date, the Administrative Agent shall have received the following, each dated such Increase Date: (A) such documents or legal opinionsopinions as the Administrative Agent may reasonably request in connection with such Revolving Commitment Increase (of the nature referred to in paragraphs (g) and (h) of Section 5.1); (B) a Commitment Increase Supplement duly executed by each Increasing Lender (if any) and each Borrower and the Administrative Agent, board resolutions substantially in the form of Exhibit D (each a “Commitment Increase Supplement”); and (C) a New Lender Supplement executed by each Assuming Lender (if any). On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Company of the occurrence of the Revolving Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender. If any Revolving Loans are outstanding, each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its applicable lending office to the Administrative Agent, in same day funds, an amount in Dollars, Euro and Yen, to be distributed to the other closing certificates reasonably requested by Lenders as prepayments for the account of their respective applicable lending offices such that the amount of the outstanding Loans owing to each Lender in each borrowing after giving effect to such distribution equals such Lender’s ratable portion of the Loans then outstanding thereafter (calculated based on its Revolving Commitment as a percentage of the Total Revolving Commitments outstanding after giving effect to the relevant Revolving Commitment Increase, and including the Dollar Equivalent of any Revolving Loans denominated in Euro and Yen), unless other arrangements satisfactory to the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02Company are made in order to achieve ratable treatment.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request (each such request, a “Commitment Increase Request”) that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $75,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by Commitment Increase Request and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such Commitment Increase Request to each Revolving Lender. Such notice The Borrower shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount25,000,000 and in minimum increments thereafter of $25,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 15 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 20 days after the date of delivery by the Administrative AgentAgent of the Borrower’s noticeCommitment Increase Request, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any such Revolving Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In If at the event thatend of the 20 day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Revolving Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if such Increasing Lenders offer to increase their Revolving Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Revolving Facility Percentage. If, on the 10th 25th day after the Administrative Agent shall have delivered a notice pursuant to copy of a request by the second sentence of this paragraphBorrower as set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment so requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lenderto commit to making Revolving Loans pursuant to a Revolving Commitment hereunder in an amount no less than $10,000,000. If the Borrower so requests, the Administrative Agent shall have the option, but not the obligation, to extend Revolving Commitments use its reasonable efforts to arrange for one or increase their existing Revolving Commitments in an aggregate amount equal to more Augmenting Lenders on the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower’s behalf. The Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its such Augmenting Lender’s Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower (or if applicable, the Administrative Agent) is unable to arrange for, or chooses not to arrange for (or request that the Administrative Agent arrange for), Augmenting Revolving Lenders. (b) . Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, may take any and all action actions as may be reasonably necessary to ensure that after giving effect to any increase Increase in the Total Revolving Commitment pursuant to this Section 2.252.2(b), the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Revolving Facility Percentages. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, : (iw) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, Borrowings; (iix) by causing the Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Revolving Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.2(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders and/or Augmenting would hold such Revolving Lenders, Borrowings other than in accordance with their new Revolving Facility Percentages; or (iiiz) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.163.2, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent (which shall promptly notify all of the Lenders), the Borrower may from time to time, time request that an increase in the total Revolving Commitment be increased Credit Commitments by an aggregate amount not to exceed the Incremental exceeding $100,000,000 (each request for an increase in Revolving Facility Amount at such time. Upon the receipt of Credit Commitments being a “Revolving Credit Commitment Increase”; provided that (i) any such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to 15,000,000 and (ii) the remaining Incremental Revolving Facility AmountBorrower may make a maximum of four such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) and shall specify the date on time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase (which it may determine in its sole discretion) its Revolving Credit Maturity Date)Commitment and, and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage Share of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (. The Administrative Agent shall notify the Borrower and each Revolving Lender so declining or being deemed of the Lenders’ responses to have declined being a Non-Increasing Revolving Lender”)each request made hereunder. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphthat insufficient Revolving Credit Commitments are received, the Increasing Borrower may request additional Revolving Lenders Credit Commitments from new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignee shall have agreed pursuant to become a Revolving Credit Lender hereunder and the preceding sentence to increase their Revolving Commitments by an aggregate Borrower also may reduce the amount of such requested increase, so long as such reduced amount is not less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed minimum amount; provided, however, that each Augmenting Revolving Lender . Schedule 2.01 shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute modified accordingly for all such documentation as the Administrative Agent shall reasonably specify to evidence its new Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersCredit Commitments. (b) Each of If the parties hereto hereby agrees that Commitments are increased in accordance with this Section 2.14, the Administrative Agent mayand the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in consultation with sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, take any certifying that, before and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.252.14, the outstanding Revolving Loans representations and warranties contained in subsections (if anya) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph and (b) of Section 5.05 shall be subject deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 2.166.01, but shall otherwise be without premium or penaltyand (B) no Default exists. (c) Notwithstanding On each Increase Effective Date, (x) the foregoingBorrower shall prepay Revolving Credit Loans outstanding on such Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05), no including with the proceeds of new Revolving Credit Borrowings, to the extent necessary to keep Revolving Credit Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Revolving Commitments shall become effective under this Section 2.25 unless 2.14, and (iy) on if any L/C Advances are then outstanding pursuant to Section 2.03(c)(iii) or any participations in Swing Line Loans pursuant to Section 2.04(c)(ii) are outstanding, each Additional Revolving Credit Lender and each existing Revolving Credit Lender increasing its Revolving Credit Commitments shall make such L/C Advances or fund such participations in Swing Line Loans, and the date L/C Advances or participations in Swing Line Loans of existing Revolving Credit Lenders not increasing their Revolving Credit Commitments shall be repaid, in each case, to the extent necessary to keep such effectiveness, L/C Advances and participations ratable with any revised Pro Rata Shares arising from any nonratable increase in the conditions set forth in paragraphs (b), (c) and Commitments pursuant to this Section 2.14. (d) of This Section 4.01 shall be satisfied (treating supersede any provisions in Section 10.01 to the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) The Borrower Company may, at any time, by written means of a notice to the Administrative Agent from time to timeAgent, request that the total aggregate Revolving Commitments be increased (a “Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount Increase”) as of the requested date specified in such notice (the “Increase Date”) by (i) increasing the Revolving Commitment of one or more Lenders that have agreed to such increase (which an “Increasing Lender”) (it being understood that no Lender shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity have an obligation to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice pursuant to the Borrower and the Administrative Agent given not this Section 2.3) and/or (ii) adding one or more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount lenders (each Revolving Lender so agreeing being an “Increasing Revolving Assuming Lender”) or decline to increase its as a party hereto with a Revolving Commitment in an amount agreed to by such Assuming Lender; provided that (and any Revolving Lender that does not deliver such a notice within such period A) in no event shall the aggregate amount of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their aggregate Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (exceed $750,000,000 after giving effect to any such bank or other entity being called an “Augmenting increase and (B) the Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that Commitment of each Augmenting Revolving such Assuming Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, of $10,000,000 or chooses not to arrange for, Augmenting Revolving Lendersmore. (b) Each of On each Increase Date, (x) each Assuming Lender that has agreed to participate in the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding requested Revolving Loans (if any) are held by the Revolving Lenders Commitment Increase in accordance with their new Pro Rata Percentages. This may Section 2.3(a) shall become a Lender party to this Agreement with a Revolving Commitment in the amount set forth in its New Lender Supplement, (y) the Revolving Commitment of each Increasing Lender for such requested Revolving Commitment Increase shall be accomplished at increased by the discretion amount set forth in its Commitment Increase Supplement as provided in clause (b)(ii)(B) below, and (z) participating interests in then outstanding Letters of Credit shall be reallocated to reflect the respective Revolving Percentages of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination L/C Obligations of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject Lenders from time to Section 2.16, but shall otherwise be without premium or penalty.time; provided that: (c) Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectivenessIncrease Date, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 5.2 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed signed by a Financial Responsible Officer of the BorrowerCompany, and dated such Increase Date, to the effect that such conditions are satisfied; and (ii) if requestedon or before such Increase Date, the Administrative Agent shall have received the following, each dated such Increase Date: (A) such documents or legal opinionsopinions as the Administrative Agent may reasonably request in connection with such Revolving Commitment Increase (of the nature referred to in paragraphs (g) and (h) of Section 5.1); (B) a Commitment Increase Supplement duly executed by each Increasing Lender (if any) and each Borrower and the Administrative Agent, board resolutions substantially in the form of Exhibit D (each a “Commitment Increase Supplement”); and (C) a New Lender Supplement executed by each Assuming Lender (if any). On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Company of the occurrence of the Revolving Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender. If any Revolving Loans are outstanding, each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its applicable lending office to the Administrative Agent, in same day funds, an amount in Dollars and Euro to be distributed to the other closing certificates reasonably requested by Lenders as prepayments for the account of their respective applicable lending offices such that the amount of the outstanding Loan owing to each Lender in each borrowing after giving effect to such distribution equals such Lender’s ratable portion of the Loans then outstanding thereafter (calculated based on its Revolving Commitment as a percentage of the aggregate Revolving Commitments outstanding after giving effect to the relevant Revolving Commitment Increase, and including the Dollar Equivalent of any Loans denominated in Euro), unless other arrangements satisfactory to the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02Company are made in order to achieve ratable treatment.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval aggregate amount of such increases under this Agreement and that certain Eighth Amended and Restated Credit Agreement, dated as of the Administrative Agentdate hereof, by and among the Borrower, the Swingline Lender Lenders party hereto and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent (as amended from time to time), shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any not exceed $400,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such other amounts as may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable acceptable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent mayand the Borrower). The Administrative Agent, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders' respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, 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.(j) that 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. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties 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 specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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 partnership 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) if requestedan opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender's Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02may reasonably request.

Increase in Revolving Commitments. (a) The Borrower During the period --------------------------------- beginning with the Effective Date and ending on the date that is 60 days thereafter, the Company may, by written notice to the Administrative Agent from time to timeUS Agent, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request executed by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 Company and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting a "Prospective Revolving Lender”"), ---------------------------- which may include any Lender, to extend cause the Revolving Commitments of the Prospective Revolving Lenders to be increased (or increase their existing cause Revolving Commitments to be extended by the Prospective Revolving Lenders, as the case may be) in an aggregate amount equal to the unsubscribed amount; for each Prospective Revolving Lender set forth in such notice, provided, however, that ----------------- (a) the aggregate amount of the Lenders' Revolving Commitments after giving effect to such increase shall in no event exceed US$75,000,000, (b) each Augmenting Prospective Revolving Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank US Agent (which approvals approval shall not be unreasonably withheld withheld) and (c) each Prospective Revolving Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the US Agent a duly executed Accession Agreement on or delayedprior to the date that is 60 days after the Effective Date. Increases and new Revolving Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Revolving Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section (which shall be a date no later than the 60th day after the Effective Date) and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement (which shall be a date no later than the 60th day after the Effective Date). Upon the effectiveness of any Accession Agreement to which any Prospective Revolving Lender is a party, and the Borrower and each Augmenting (i) such Prospective Revolving Lender shall execute thereafter be deemed to be a party to this Agreement and shall be entitled to all such documentation as rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that additional Lender as provided in such Accession Agreement. Upon the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to effectiveness of any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by in the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds Commitment of a new Revolving BorrowingLender already a party hereunder, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) Schedule 2.01 shall be subject deemed to Section 2.16, but shall otherwise be without premium or penalty. (c) have been amended to reflect the increased Revolving Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Revolving Commitments (or in the Revolving Commitment of any Lender) shall become effective under this Section 2.25 unless (i) unless, on the date of such effectivenessincrease, the conditions set forth in paragraphs (b), (ca) and (db) of Section 4.01 4.02 shall be satisfied (treating the effectiveness of the increase with all references in the Revolving Commitments as such paragraphs to a “Credit Event” for Borrowing being deemed to be references to such purposesincrease) and the Administrative US Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerCompany. Following any increase of a Lender's Revolving Commitment or any extension of a new Revolving Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions then be repaid or refinanced with new Revolving Loans made pursuant to Sections 2.01 and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.022.03.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject after giving effect to any such increases the prior written approval aggregate amount of the Revolving Commitments shall not exceed $375,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof. The Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and consented to by the Administrative Agent, each Issuing Bank and the Swingline Lender. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.2.(j) that 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 Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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 partnership or other necessary action taken by the Borrower to authorize such increase and (B) all partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) if requestedan opinion of counsel to the Borrower and the Guarantors, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by addressed to the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.Lenders covering such matters as

Increase in Revolving Commitments. (a) The Borrower maymay at any time, by written notice to the Administrative Agent from time to timeAgent, request Additional Credit Commitments from one or more Additional Credit Lenders, which may include any existing Lender; provided that at no time shall the total Revolving Commitment be increased by an aggregate amount not of Additional Credit Commitments effected pursuant to this paragraph exceed $200,000,000; provided further that each Additional Credit Lender (and any increase in the Incremental Revolving Facility Amount at such time. Upon Commitment of an Additional Credit Lender that is an existing Lender) shall be subject to the receipt approval of such request by the Administrative Agent, the Administrative Agent Swing Line Lender and the L/C Issuer (which approvals shall deliver a copy thereof to each Revolving Lendernot be unreasonably withheld). Such Each such notice shall set forth (A) the amount of the Additional Credit Commitments being requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount50,000,000) and (B) the date on which such increase is Additional Credit Commitments are requested to become effective (which shall not be not less than 10 Business Days ten business days (or such shorter period as may be acceptable to the applicable Additional Credit Lender) nor more than 60 45 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity (an “Increase Effective Date”), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the ). (b) The Borrower and each Person that in its sole discretion agrees to be an Additional Credit Lender in accordance with paragraph (a) above shall execute and deliver to the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (Additional Credit Assumption Agreement and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving the Additional Credit Commitment and/or its status of such Additional Credit Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Additional Credit Assumption Agreement, each such Additional Credit Lender shall, to the extent not an existing Lender, become a Revolving Lender hereunder, Any such increase may hereunder and this Agreement shall be made in an amount that is less than deemed amended to the increase requested by extent (but only to the Borrower if such Borrower is unable extent) necessary to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersreflect the existence and terms of the Additional Credit Commitment evidenced thereby. (bc) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, may take any and all action actions as may be reasonably necessary to ensure that that, after giving effect to any increase Additional Credit Commitment pursuant to this Section 2.252.21, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentagespro rata percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, Agent (iA) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (iiB) by causing Non-Increasing Revolving the existing Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Additional Credit Lenders, which assignments shall be deemed to be effective pursuant to Section 9.04 or (iiiC) by any combination of the foregoing. Any prepayment or assignment described Notwithstanding the foregoing, in order to eliminate any break funding liability of the Borrower, if, upon the date that any Additional Credit Commitment becomes effective pursuant to this Section 2.21, there is an unpaid principal amount of Revolving Loans to the Borrower, the principal outstanding amount of all such Revolving Loans shall (x) in the case of such Revolving Loans which are Base Rate Loans, be immediately prepaid by the Borrower (but all such Revolving Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the revised Commitments as then in effect) and (y) in the case of such Revolving Loans which are Eurocurrency Rate Loans, continue to remain outstanding (notwithstanding any other requirement in this paragraph (bAgreement that such Revolving Loans be held on a pro rata basis based on the revised Commitments as then in effect) until the end of the then current Interest Period therefor, at which time such Eurocurrency Rate Loans shall be subject paid by the Borrower to the Revolving Lenders on a pro rata basis, based on their Commitments (if any) immediately prior to giving effect to any Additional Credit Commitments (but all such Revolving Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the Commitments as then in effect); provided, further, however, that if any Event of Default occurs prior to the end of the then current Interest Period for any such outstanding Eurocurrency Rate Loan Revolving Loan, each Additional Credit Lender will promptly purchase assignments of each such Eurocurrency Rate Loan at par (which assignments shall be deemed effective under Section 2.169.04) in such amounts so that immediately after giving effect thereto, but shall otherwise be without premium or penaltysuch Revolving Eurocurrency Rate Loans are held by the Lenders pro rata in accordance with their Commitments (including the Additional Credit Commitments). (cd) Notwithstanding the foregoing, no increase in the Revolving Commitments Additional Credit Commitment shall become effective under this Section 2.25 2.21 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (ca) and (db) of Section 4.01 4.02 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Responsible Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default, by written at any time after May 31, 2005, upon notice to the Administrative Agent from (which shall promptly notify the Lenders), the Borrower may on a one-time to time, basis request that an increase in the total Aggregate Revolving Commitment be increased Commitments by an aggregate amount not to exceed exceeding $25,000,000. At the Incremental Revolving Facility Amount at time of sending such time. Upon notice, the receipt of such request by Borrower (in consultation with the Administrative Agent, ) shall specify the time period within which each Lender is requested to respond. Each Lender shall notify the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 within such time period whether or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Revolving Pro Rata Percentage Share of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the The Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and notify the Borrower and each Augmenting Revolving Lender shall execute all such documentation as of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent shall reasonably specify to evidence and its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenderscounsel. (b) Each of If the parties hereto hereby agrees that Aggregate Revolving Commitments are increased in accordance with this Section 2.15, the Administrative Agent mayand the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in consultation with sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, take any certifying that, before and all action as may be reasonably necessary to ensure that after giving effect to any increase such increase, (A) the representations and warranties contained in Article V and the Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to this subsections (a) and (b), respectively, of Section 2.256.01, and (B) no Default exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans (if any) are held by ratable with any revised Revolving Pro Rata Shares arising from any nonratable increase in the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in Commitments under this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty2.15. (c) Notwithstanding This Section shall supersede any provisions in Sections 2.14 or 10.01 to the foregoing, no increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Commitments as a “Credit Event” for such purposes) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) if requested, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02contrary.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right to request (i) increases in the aggregate amount of the Revolving Commitments or (ii) commitments (the “Term Loan Commitments”) in connection with a term loan facility provided under this Agreement (the “Term Loan Facility”), in each case, by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender shall be subject after giving effect to the prior written approval any such increases of the Administrative AgentRevolving Commitments and/or such new Term Loan Facilities, the Swingline Lender aggregate amount of the Revolving Commitments and the Issuing Bank (which approvals Term Loan Commitments shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any exceed $500,000,000. Each such increase may in the Revolving Commitments and/or any new Term Loan Commitments must be made in an aggregate minimum amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may$25,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on or the date new Term Loan Facility, 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 effectiveness, increase or new Term Loan Facility and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments and/or new Term Loan Facility among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a Term Loan Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase and/or new Term Loan Facility must be an Eligible Assignee. If a new Lender becomes a party to this Agreement and has a Revolving Commitment, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment), and as a “Credit Event” condition thereto, purchase from the other Lenders having Revolving Commitments its Commitment Percentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, 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.(j) that 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. Effecting the increase of the Revolving Commitments and/or establishing a new Term Loan Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase and/or new Term Loan Facility, (y) the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase and/or new Term Loan Facility except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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 partnership or other necessary action taken by the Borrower to authorize such increase and/or new Term Loan Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase and/or new Term Loan Facility; (ii) if requestedan opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates the Lenders covering such matters as reasonably requested by the Administrative Agent, (iii) with respect to an increase in the Revolving Commitments, except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive a Revolving Note, a Revolving Note executed by the Borrower, payable to such new Lender, and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments, (iv) with respect to a new Term Loan Facility, except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive a promissory note, promissory notes in form reasonably satisfactory to the Lenders, executed by the Borrower, payable to each Lender providing a Term Loan Commitment in the amount of such Lender’s Term Loan Commitment at the time of the effectiveness of the new Term Loan Facility and (v) in the case of the providing of a new Term Loan Facility, an amendment to this Agreement establishing the terms of the new Term Loan Facility; provided, that the maturity date with respect to the new Term Loan Facility shall be no earlier than Termination Date; and, provided, further, that, notwithstanding Section 13.7., any such amendment shall be effective upon the approval of only the Borrower, the Administrative Agent and consistent the Lenders providing Term Loan Commitments so long as such amendment only (x) establishes the terms of the new Term Loan Facility, (y) permits the Lenders under the new Term Loan Facility to share ratably in the benefits of this Agreement and the other Loan Documents with those delivered on the Closing Date under Lenders holding Revolving Commitments and (z) modifies the definition of “Requisite Lenders” to include the Lenders providing new Term Loan Commitments in any determination of the Requisite Lenders. In connection with any increase in the aggregate amount of the Revolving Commitments and/or any new Term Loan Facility pursuant to this Section 4.022.15. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. (h) The Credit Agreement is further amended by replacing the table in Section 3.5.(b) thereof in its entirety with the following: Greater than or equal to 50% of the aggregate amount of Revolving Commitments 0.30 % Less than 50% of the aggregate amount of Revolving Commitments 0.25 % (i) The Credit Agreement is further amended by restating Section 3.5.(d) thereof in its entirety as follows:

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting Revolving Lender the aggregate amount of any such increases shall be subject not exceed $100,000,000 (i.e., after giving effect to any such increases, the prior written approval aggregate amount of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals Revolving Commitments shall not exceed $650,000,000750,000,000). Each such increase in the Revolving Commitments must be unreasonably withheld an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof, or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation other amounts as may be agreed to by the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than and the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (b) Each of the parties hereto hereby agrees that the Borrower. The Administrative Agent mayAgent, in consultation with the Borrower, take any and shall manage all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion aspects of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds syndication of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no such increase in the Revolving Commitments shall become effective under this Section 2.25 unless (i) on Commitments, including decisions as to the date selection of the then-existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such effectiveness, increase and the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be satisfied (treating the effectiveness allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving 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 then-existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of a then- existing Lender, increases its Revolving Commitment) (and as a “Credit Event” condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such purposesother Lenders, in same day funds, an amount equal to (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 Revolving Lenders under Section 2.4(j) that 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 Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 a certificate to that effect dated such date and executed by a Financial Officer each of the Borrowerfollowing, 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) if requested, an opinion of counsel to the Borrower and the Guarantors addressed to the Administrative Agent shall have received legal opinionsand the Lenders, board resolutions and other closing certificates covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (with each Revolving Lender with a replaced Revolving Note to return the same to the Borrower, marked “Replaced” or its equivalent), (iv) intentionally omitted, (v) intentionally omitted; and (vi) a certificate confirming that any such increase is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence in form and substance reasonably acceptable to the Administrative Agent. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and consistent (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with those delivered “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, theany Revolving Loan Termination Date then in effect and (z) have terms identical to the Closing Date under Section 4.02existing Revolving Commitments.