Common use of Revolver Increases Clause in Contracts

Revolver Increases. (a) On and after the Closing Date and until (but not including) the Maturity Date, Borrower, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the Revolver Increase) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letter. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice Agent shall promptly deliver to the Lenders) of its intent to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify the amount of the proposed Revolver Increase; (ii) offer such Revolver Increase (a) first on a pro rata basis to Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro rata portion shall be deemed to have declined) and (b) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent to the proposed new Lender to which the Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and that the notice procedures and rights of first offer with respect to this Section 2.2(b) as they relate to PNC Bank shall not be required. Within two (2) Business Days of Agent’s receipt of such notice from Borrower, Agent shall deliver to Borrower (i) written notice from any Lenders committing to the Revolver Increase pursuant to which such Lenders shall state the amount of their Revolver Increase and/or (ii) written notice from Agent indicating that such proposed new Lender is or is not acceptable to the Required Lenders.

Revolver Increases. (a) On and The Lead Borrower may, from time to time after the Closing Date and until (but not including) the Maturity Fourth Restatement Effective Date, Borrowerby notice to the Administrative Agent, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less request that the aggregate amount of reductions the Commitments be increased by a minimum amount equal to $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”), to be effective as of a date (the “Increase Date”) as specified in the related notice to the Revolver Commitments effected on or prior to the date of the Revolver IncreaseAdministrative Agent; provided that (i) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has shall have occurred and is be continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver applicable Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower or shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance occur as a result thereof and (ii) at no time shall the total aggregate amount of an increase Commitment Increases hereunder, when added to the Revolver Commitment aggregate amount of Incremental Facilities established pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.22.20 below, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letterexceed $250,000,000. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice The Administrative Agent shall promptly deliver notify the Lenders and each Issuing Bank of a request by the Lead Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). In addition, the Lead Borrower may notify Eligible Assignees (with a copy to the LendersAdministrative Agent) of a request by the Lead Borrower for a Commitment Increase and request that such Eligible Assignee participate in such Commitment Increase on the terms in this Agreement. Each Lender and Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its intent Commitment. If the Lenders and the Eligible Assignees notify the Administrative Agent that they are willing to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify amount of their respective Commitments by an aggregate amount that exceeds the amount of the proposed Revolver requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders and the Eligible Assignees willing to participate therein in such amounts as are agreed between the Lead Borrower and the Administrative Agent. The failure of any Lender and any Eligible Assignee to respond by the Commitment Date shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Lead Borrower as to the amount, if any, by which the Lenders and Eligible Assignees are willing to participate in the requested Commitment Increase. Any Eligible Assignee participating in a Commitment Increase shall be reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender; provided, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Lead Borrower and the Administrative Agent, duly executed by the Administrative Agent, the Swingline Lender and each Issuing Bank (in the case of each of the foregoing, not to be unreasonably withheld or delayed), such Assuming Lender, and each Borrower; and (ii) offer confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Lead Borrower and the Administrative Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.19, in the event any Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such Revolver Increase (a) first on a pro rata basis to amounts in Same Day Funds as the Administrative Agent shall determine, for the benefit of the other Lenders, which each Lender may as being required, and the Administrative Agent shall make such adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders and the Assuming Lenders, in its sole order to cause, after giving effect to the applicable Commitment Increase and absolute discretion accept or decline the application of such amounts to make payments to such other Lenders (it being understood that including any Lender not affirmatively committing assignments), the Revolving Credit Exposure to be held ratably by all Lenders as of such date in writing accordance with their respective Applicable Percentages (after giving effect to its pro rata portion the Commitment Increase), (ii) Borrowers shall be deemed to have declinedprepaid and reborrowed all outstanding Loans made to it as of such Increase Date (with each such borrowing to consist of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Lead Borrower in accordance with the requirements of Section 2.2) and (b) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent Borrowers shall pay to the proposed new Lender Lenders the amounts, if any, payable under Section 2.15 as a result of such prepayment. (f) This Section shall supersede any provisions in Section 2.17 or Section 9.2 to which the contrary. (g) The occurrence of each Increase Date shall require and shall be deemed to be a representation and warranty by each Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and on such Increase Date that the notice procedures and rights of first offer with respect to conditions set forth in this Section 2.2(b) as they relate 2.19 to PNC Bank shall not be required. Within two (2) Business Days of Agent’s receipt of such notice from Borrower, Agent shall deliver to Borrower (i) written notice from any Lenders committing to the Revolver Commitment Increase pursuant to which and in Section 4.2 have been satisfied on such Lenders shall state the amount of their Revolver Increase and/or (ii) written notice from Agent indicating that such proposed new Lender is or is not acceptable to the Required LendersDate.

Revolver Increases. (a) On and The Lead Borrower may, from time to time after the Closing Date and until (but not including) the Maturity Third Restatement Effective Date, Borrowerby notice to the Administrative Agent, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less request that the aggregate amount of reductions the Commitments be increased by a minimum amount equal to $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”), to be effective as of a date (the “Increase Date”) as specified in the related notice to the Revolver Commitments effected on or prior to the date of the Revolver IncreaseAdministrative Agent; provided that (i) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has shall have occurred and is be continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing as of the time date of such request or as of the Revolver Increase), (c) certify that the Revolver applicable Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower or shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance occur as a result thereof and (ii) at no time shall the total aggregate amount of an increase Commitment Increases hereunder when added to the Revolver Commitment aggregate amount of Incremental Facilities established pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.22.20 below, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letterexceed $500,000,000. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice The Administrative Agent shall promptly deliver notify the Lenders and each Issuing Bank of a request by the Lead Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Lenders) Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its intent Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify amount of their respective Commitments by an aggregate amount that exceeds the amount of the proposed Revolver requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Lead Borrower and the Administrative Agent. The failure of any Lender to respond by the Commitment Date shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Lead Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Lead Borrower may extend offers to one or more Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amount required to cover the remaining amount of the requested Commitment Increase that has not been committed to by the Lenders or other Eligible Assignees). (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Lead Borrower, the Administrative Agent, duly executed by the Administrative Agent, the Swingline Lender and each Issuing Bank (in the case of the foregoing, not to be unreasonably withheld or delayed), such Assuming Lender, and each Borrower (and, for the avoidance of doubt, such joinder agreement may, at the discretion of such Assuming Lender, (i) contain an indication of the status of such Assuming Lenders as relevant for United Kingdom Tax purposes, as contemplated in Section 2.16(g)(ii), and/or (ii) offer contain the DTTP Scheme reference number and jurisdiction of tax residence of such Revolver Assuming Lender, as contemplated in Section 2.16(g)(i)(B) and in the definition of “UK Borrower DTTP Filing”); and (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Lead Borrower and the Administrative Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.19, in the event any Loans are then outstanding, (ai) first on a pro rata basis each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in Same Day Funds as the Administrative Agent shall determine, for the benefit of the other Lenders, which each Lender may as being required, and the Administrative Agent shall make such adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders and the Assuming Lenders, in its sole order to cause, after giving effect to the applicable Commitment Increase and absolute discretion accept or decline the application of such amounts to make payments to such other Lenders (it being understood that including any Lender not affirmatively committing assignments), the Revolving Credit Exposure to be held ratably by all Lenders as of such date in writing accordance with their respective Applicable Percentages (after giving effect to its pro rata portion the Commitment Increase), (ii) Borrowers shall be deemed to have declinedprepaid and reborrowed all outstanding Loans made to it as of such Commitment Increase Date (with each such borrowing to consist of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Lead Borrower in accordance with the requirements of Section 2.2) and (b) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent Borrowers shall pay to the proposed new Lender Lenders the amounts, if any, payable under Section 2.15 as a result of such prepayment. (f) This Section shall supersede any provisions in Section 2.17 or Section 9.2 to which the contrary. (g) The occurrence of each Increase Date shall require and shall be deemed to be a representation and warranty by each Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and on such Increase Date that the notice procedures and rights of first offer with respect to conditions set forth in this Section 2.2(b) as they relate 2.19 to PNC Bank shall not be required. Within two (2) Business Days of Agent’s receipt of such notice from Borrower, Agent shall deliver to Borrower (i) written notice from any Lenders committing to the Revolver Commitment Increase pursuant to which and in Section 4.2 have been satisfied on such Lenders shall state the amount of their Revolver Increase and/or (ii) written notice from Agent indicating that such proposed new Lender is or is not acceptable to the Required LendersDate.

Revolver Increases. (a) On and after the Closing Date and until (but not including) Borrowers may, prior to the Maturity Date, Borrowerby written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by request up to $15,000,000 2 increases (in minimum increments of $5,000,000 (after giving effect 25,000,000) and not to which exceed $50,000,000 in the aggregate, to the amount of the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the (any such increase, a "Revolver Increase" and collectively, the "Revolver Increases"); provided, that (i) upon at least 5 Business Days written notice (“no such request shall be made, and no Revolver Increase Notice”) to shall be effective, if at the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the time that such Revolver Increase is requested to occur, be made (band after giving effect thereto) be delivered at a time when no Default or Event of Default has occurred and is continuing shall exist, (and the effectiveness of the ii) any such Revolver Increase shall will be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party a closing fee to be determined and (diii) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent the available amount of Revolver Increases shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase be decreased by each dollar of Incremental Loans (as defined in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing Term Loan Credit Agreement as in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based effect on the Revolver Commitment of such new Lender. To date hereof) advanced under the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is Term Loan Credit Agreement in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date$25,000,000. Any Advance as a result of an increase to the Revolver Commitment The notice from Borrowers pursuant to this Section 2.2 shall be subject to set forth the requested amount of such Revolver Increase. If Borrowers' request for the Revolver Increase satisfies all of the terms and conditions contained in this Agreement. Upon the increase set forth herein, Agent shall notify Borrowers and each Lender of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letter. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice Agent shall promptly deliver to the Lenders) of its intent to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify the amount of the proposed Revolver Increase; (ii) offer date such Revolver Increase is to be made (a) first on a pro rata basis to Lendersin each case, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro rata portion date shall be deemed to have declined) and (b) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent to the proposed new Lender to which the Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and that the notice procedures and rights of first offer with respect to this Section 2.2(b) as they relate to PNC Bank shall not be required. Within two (2) within 10 Business Days of Agent’s the date each of the foregoing conditions have been satisfied or waived). Each Lender shall have the option (but shall have no obligation) to participate in such Revolver Increase by notifying Agent within 5 Business Days of receipt by such Lender of notice of such notice from BorrowerRevolver Increase that such Lender elects to participate. With respect to any Revolver Increase, each participating Lender's Revolver Commitment shall be increased by its Pro Rata Share of such Revolver Increase. If one or more Lenders elect not to participate in a Revolver Increase, the participating Lenders may elect to increase their participation in such Revolver Increase. If sufficient Lenders do not elect to participate in such Revolver Increase, Agent shall deliver to Borrower (i) written notice from any Lenders committing and Borrowers may add new lenders for such purpose, subject to the provisions of Section 13. In connection with each Revolver Increase pursuant and as a further condition to which providing each Revolver Increase, Lenders and each Loan Party shall execute such Lenders amendments, agreements, instruments and documents, if any, as Agent shall state the amount of their reasonably request to evidence such Revolver Increase and/or (ii) written notice from Agent indicating and to increase each minimum Excess Availability or minimum Availability threshold set forth in this Agreement and the other Loan Documents by an amount in proportion to such Revolver Increase and, any Person that such proposed new becomes a Lender is or is not acceptable shall execute a joinder to the Required Lendersthis Agreement as a Lender.

Revolver Increases. (a) On and The Lead Borrower may, from time to time after the Closing Date and until (but not including) the Maturity Effective Date, Borrowerby notice to the Administrative Agent, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less request that the aggregate amount of reductions the Commitments of any Class be increased by a minimum amount equal to $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”), to be effective as of a date (the “Increase Date”) as specified in the related notice to the Revolver Commitments effected on or prior to the date of the Revolver IncreaseAdministrative Agent; provided that (i) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has shall have occurred and is be continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver applicable Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower or shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance occur as a result thereof and (ii) at no time shall the total aggregate amount of an increase Commitment Increases hereunder, when added to the Revolver Commitment aggregate amount of Incremental Facilities established pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.22.20 below, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letterexceed $375,000,000. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice The Administrative Agent shall promptly deliver notify the Lenders and each Issuing Bank of a request by the Lead Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). In addition, the Lead Borrower may notify Eligible Assignees (with a copy to the LendersAdministrative Agent) of a request by the Lead Borrower for a Commitment Increase and request that such Eligible Assignee participate in such Commitment Increase on the terms in this Agreement. Each Lender and Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its intent Commitment. If the Lenders of the applicable Class and the Eligible Assignees notify the Administrative Agent that they are willing to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify amount of their respective Commitments by an aggregate amount that exceeds the amount of the proposed Revolver requested Commitment #97249008v1998375113v7 Increase, the requested Commitment Increase shall be allocated among the Lenders of the applicable Class and the Eligible Assignees willing to participate therein in such amounts as are agreed between the Lead Borrower and the Administrative Agent. The failure of any Lender of the applicable Class and any Eligible Assignee to respond by the Commitment Date shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Lead Borrower as to the amount, if any, by which the Lenders of the applicable Class and Eligible Assignees are willing to participate in the requested Commitment Increase. Any Eligible Assignee participating in a Commitment Increase shall be reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender; provided, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Lead Borrower and the Administrative Agent, duly executed by the Administrative Agent, the Swingline Lender and each Issuing Bank (in the case of each of the foregoing, not to be unreasonably withheld or delayed), such Assuming Lender, and each Borrower; and (ii) offer confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Lead Borrower and the Administrative Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.19, in the event any Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such Revolver amounts in Same Day Funds as the Administrative Agent shall determine, for the benefit of the other Lenders of the applicable Class, as being required, and in the case the Commitment Increase (a) first on a pro rata basis applies to the Multicurrency Revolving Facility, the Administrative Agent shall make such adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders and the Assuming Lenders, which each Lender may in its sole order to cause, after giving effect to the applicable Commitment Increase and absolute discretion accept or decline the application of such amounts to make payments to such other Lenders of the applicable Class (it being understood that including any Lender not affirmatively committing assignments), the Revolving Credit Exposures of the applicable Class to be held ratably by the Lenders of such Class as of such date in writing accordance with their respective Applicable Percentages in respect of such Class (after giving effect to its pro rata portion the Commitment Increase), (ii) Borrowers shall be deemed to have declinedprepaid and reborrowed all outstanding Loans for such Class made to it as of such Increase Date (with each such borrowing to consist of Loans #97249008v1998375113v7 for such Class, with related Interest Periods if applicable, specified in a notice delivered by the Lead Borrower in accordance with the requirements of Section 2.2) and (b) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent Borrowers shall pay to the proposed new Lender Lenders of the applicable Class the amounts, if any, payable under Section 2.15 as a result of such prepayment. (f) This Section shall supersede any provisions in Section 2.17 or Section 9.2 to which the contrary. (g) The occurrence of each Increase Date shall require and shall be deemed to be a representation and warranty by each Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and on such Increase Date that the notice procedures and rights of first offer with respect to conditions set forth in this Section 2.2(b) as they relate 2.19 to PNC Bank shall not be required. Within two (2) Business Days of Agent’s receipt of such notice from Borrower, Agent shall deliver to Borrower (i) written notice from any Lenders committing to the Revolver Commitment Increase pursuant to which and in Section 4.2 have been satisfied on such Lenders shall state the amount of their Revolver Increase and/or (ii) written notice from Agent indicating that such proposed new Lender is or is not acceptable to the Required LendersDate.

Revolver Increases. (a) On and The Lead Borrower may, from time to time after the Closing Date and until (but not including) the Maturity Effective Date, Borrowerby notice to the Administrative Agent, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less request that the aggregate amount of reductions the Commitments of any Class be increased by a minimum amount equal to $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”), to be effective as of a date (the “Increase Date”) as specified in the related notice to the Revolver Commitments effected on or prior to the date of the Revolver IncreaseAdministrative Agent; provided that (i) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has shall have occurred and is be continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver applicable Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower or shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance occur as a result thereof and (ii) at no time shall the total aggregate amount of an increase Commitment Increases hereunder, when added to the Revolver Commitment aggregate amount of Incremental Facilities established pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.22.20 below, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letterexceed $375,000,000. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice The Administrative Agent shall promptly deliver notify the Lenders and each Issuing Bank of a request by the Lead Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). In addition, the Lead Borrower may notify Eligible Assignees (with a copy to the LendersAdministrative Agent) of a request by the Lead Borrower for a Commitment Increase and request that such Eligible Assignee participate in such Commitment Increase on the terms in this Agreement. Each Lender and Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its intent Commitment. If the Lenders of the applicable Class and the Eligible Assignees notify the Administrative Agent that they are willing to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify amount of their respective Commitments by an aggregate amount that exceeds the amount of the proposed Revolver requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders of the applicable Class and the Eligible Assignees willing to participate therein in such amounts as are agreed between the Lead Borrower and the Administrative Agent. The failure of any Lender of the applicable Class and any Eligible Assignee to respond by the Commitment Date shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Lead Borrower as to the amount, if any, by which the Lenders of the applicable Class and Eligible Assignees are willing to participate in the requested Commitment Increase. Any Eligible Assignee participating in a Commitment Increase shall be reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender; provided, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Lead Borrower and the Administrative Agent, duly executed by the Administrative Agent, the Swingline Lender and each Issuing Bank (in the case of each of the foregoing, not to be unreasonably withheld or delayed), such Assuming Lender, and each Borrower; and (ii) offer confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Lead Borrower and the Administrative Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.19, in the event any Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such Revolver amounts in Same Day Funds as the Administrative Agent shall determine, for the benefit of the other Lenders of the applicable Class, as being required, and in the case the Commitment Increase (a) first on a pro rata basis applies to the Multicurrency Revolving Facility, the Administrative Agent shall make such adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders and the Assuming Lenders, which each Lender may in its sole order to cause, after giving effect to the applicable Commitment Increase and absolute discretion accept or decline the application of such amounts to make payments to such other Lenders of the applicable Class (it being understood that including any Lender not affirmatively committing assignments), the Revolving Credit Exposures of the applicable Class to be held ratably by the Lenders of such Class as of such date in writing accordance with their respective Applicable Percentages in respect of such Class (after giving effect to its pro rata portion the Commitment Increase), (ii) Borrowers shall be deemed to have declinedprepaid and reborrowed all outstanding Loans for such Class made to it as of such Increase Date (with each such borrowing to consist of Loans for such Class, with related Interest Periods if applicable, specified in a notice delivered by the Lead Borrower in accordance with the requirements of Section 2.2) and (b) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent Borrowers shall pay to the proposed new Lender Lenders of the applicable Class the amounts, if any, payable under Section 2.15 as a result of such prepayment. (f) This Section shall supersede any provisions in Section 2.17 or Section 9.2 to which the contrary. (g) The occurrence of each Increase Date shall require and shall be deemed to be a representation and warranty by each Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and on such Increase Date that the notice procedures and rights of first offer with respect to conditions set forth in this Section 2.2(b) as they relate 2.19 to PNC Bank shall not be required. Within two (2) Business Days of Agent’s receipt of such notice from Borrower, Agent shall deliver to Borrower (i) written notice from any Lenders committing to the Revolver Commitment Increase pursuant to which and in Section 4.2 have been satisfied on such Lenders shall state the amount of their Revolver Increase and/or (ii) written notice from Agent indicating that such proposed new Lender is or is not acceptable to the Required LendersDate.

Revolver Increases. (a) On and The Lead Borrower may, from time to time after the Closing Date and until (but not including) the Maturity Third Restatement Effective Date, Borrowerby notice to the Administrative Agent, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less request that the aggregate amount of reductions the Commitments be increased by a minimum amount equal to $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”), to be effective as of a date (the “Increase Date”) as specified in the related notice to the Revolver Commitments effected on or prior to the date of the Revolver IncreaseAdministrative Agent; provided that (i) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has shall have occurred and is be continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing as of the time date of such request or as of the Revolver Increase), (c) certify that the Revolver applicable Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower or shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance occur as a result thereof and (ii) at no time shall the total aggregate amount of an increase Commitment Increases hereunder, when added to the Revolver Commitment aggregate amount of Incremental Facilities established pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.22.20 below, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letterexceed $500,000,000250,000,000. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice The Administrative Agent shall promptly deliver notify the Lenders and each Issuing Bank of a request by the Lead Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Lenders) Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its intent Commitment. If the Lenders notify the Administrative Agent that they are willing to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify amount of their respective Commitments by an aggregate amount that exceeds the amount of the proposed Revolver requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Lead Borrower and the Administrative Agent. The failure of any Lender to respond by the Commitment Date shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Lead Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Lead Borrower may extend offers to one or more Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amount required to cover the remaining amount of the requested Commitment Increase that has not been committed to by the Lenders or other Eligible Assignees). (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Lead Borrower, and the Administrative Agent, duly executed by the Administrative Agent, the Swingline Lender and each Issuing Bank (in the case of each of the foregoing, not to be unreasonably withheld or delayed), such Assuming Lender, and each Borrower (and, for the avoidance of doubt, such joinder agreement may, at the discretion of such Assuming Lender, (i) contain an indication of the status of such Assuming Lenders as relevant for United Kingdom Tax purposes, as contemplated in Section 2.16(g)(ii), and/or (ii) offer contain the DTTP Scheme reference number and jurisdiction of tax residence of such Revolver Assuming Lender, as contemplated in Section 2.16(g)(i)(B) and in the definition of “UK Borrower DTTP Filing”); and; and (ii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Lead Borrower and the Administrative Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.19, in the event any Loans are then outstanding, (ai) first on a pro rata basis each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in Same Day Funds as the Administrative Agent shall determine, for the benefit of the other Lenders, which each Lender may as being required, and the Administrative Agent shall make such adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders and the Assuming Lenders, in its sole order to cause, after giving effect to the applicable Commitment Increase and absolute discretion accept or decline the application of such amounts to make payments to such other Lenders (it being understood that including any Lender not affirmatively committing assignments), the Revolving Credit Exposure to be held ratably by all Lenders as of such date in writing accordance with their respective Applicable Percentages (after giving effect to its pro rata portion the Commitment Increase), (ii) Borrowers shall be deemed to have declinedprepaid and reborrowed all outstanding Loans made to it as of such Commitment Increase Date (with each such borrowing to consist of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Lead Borrower in accordance with the requirements of Section 2.2) and (b) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent Borrowers shall pay to the proposed new Lender Lenders the amounts, if any, payable under Section 2.15 as a result of such prepayment. (f) This Section shall supersede any provisions in Section 2.17 or Section 9.2 to which the contrary. (g) The occurrence of each Increase Date shall require and shall be deemed to be a representation and warranty by each Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and on such Increase Date that the notice procedures and rights of first offer with respect to conditions set forth in this Section 2.2(b) as they relate 2.19 to PNC Bank shall not be required. Within two (2) Business Days of Agent’s receipt of such notice from Borrower, Agent shall deliver to Borrower (i) written notice from any Lenders committing to the Revolver Commitment Increase pursuant to which and in Section 4.2 have been satisfied on such Lenders shall state the amount of their Revolver Increase and/or (ii) written notice from Agent indicating that such proposed new Lender is or is not acceptable to the Required LendersDate.

Revolver Increases. (a) On and after the Closing Date and until (but not including) Borrowers may, prior to the Maturity Date, Borrowerby written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by request up to $15,000,000 2 increases (in minimum increments of $5,000,000 (after giving effect 25,000,000) and not to which exceed $50,000,000 in the aggregate, to the amount of the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the (any such increase, a "Revolver Increase" and collectively, the "Revolver Increases"); provided, that (i) upon at least 5 Business Days written notice (“no such request shall be made, and no Revolver Increase Notice”) to shall be effective, if at the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the time that such Revolver Increase is requested to occur, be made (band after giving effect thereto) be delivered at a time when no Default or Event of Default has occurred shall exist and is continuing (and the effectiveness of the ii) any such Revolver Increase shall will be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect a closing fee to any new Lenderbe determined. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance as a result of an increase to the Revolver Commitment The notice from Borrowers pursuant to this Section 2.2 shall be subject to set forth the requested amount of such Revolver Increase. If Borrowers' request for the Revolver Increase satisfies all of the terms and conditions contained in this Agreement. Upon the increase set forth herein, Agent shall notify Borrowers and each Lender of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letter. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice Agent shall promptly deliver to the Lenders) of its intent to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify the amount of the proposed Revolver Increase; (ii) offer date such Revolver Increase is to be made (a) first on a pro rata basis to Lendersin each case, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro rata portion date shall be deemed to have declined) and (b) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent to the proposed new Lender to which the Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and that the notice procedures and rights of first offer with respect to this Section 2.2(b) as they relate to PNC Bank shall not be required. Within two (2) within 10 Business Days of Agent’s the date each of the foregoing conditions have been satisfied or waived). Each Lender shall have the option (but shall have no obligation) to participate in such Revolver Increase by notifying Agent within 5 Business Days of receipt by such Lender of notice of such notice from BorrowerRevolver Increase that such Lender elects to participate. With respect to any Revolver Increase, each participating Lender's Revolver Commitment shall be increased by its Pro Rata Share of such Revolver Increase. If one or more Lenders elect not to participate in a Revolver Increase, the participating Lenders may elect to increase their participation in such Revolver Increase. If sufficient Lenders do not elect to participate in such Revolver Increase, Agent shall deliver to Borrower (i) written notice from any Lenders committing and Borrowers may add new lenders for such purpose, subject to the provisions of Section 13. In connection with each Revolver Increase pursuant and as a further condition to which providing each Revolver Increase, Lenders and each Loan Party shall execute such Lenders amendments, agreements, instruments and documents, if any, as Agent shall state the amount of their reasonably request to evidence such Revolver Increase and/or (ii) written notice from Agent indicating and to increase each minimum Excess Availability or minimum Availability threshold set forth in this Agreement and the other Loan Documents by an amount in proportion to such Revolver Increase and, any Person that such proposed new becomes a Lender is or is not acceptable shall execute a joinder to the Required Lendersthis Agreement as a Lender.

Revolver Increases. (a) On and The Lead Borrower may, from time to time after the Closing Date and until (but not including) the Maturity First Restatement Effective Date, Borrowerby notice to the Administrative Agent, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less request that the aggregate amount of reductions the Commitments of any Class be increased by a minimum amount equal to $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”), to be effective as of a date (the “Increase Date”) as specified in the related notice to the Revolver Commitments effected on or prior to the date of the Revolver IncreaseAdministrative Agent; provided that (i) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has shall have occurred and is be continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing as of the time of the Revolver Increase), (c) certify that the Revolver applicable Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and no Lender shall have any obligation to provide such Revolver increase. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower or shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance occur as a result thereof and (ii) at no time shall the total aggregate amount of an increase Commitment Increases hereunder, when added to the Revolver Commitment aggregate amount of Incremental Facilities established pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.22.20 below, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letterexceed $375,000,000. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice The Administrative Agent shall promptly deliver notify the Lenders and each Issuing Bank of a request by the Lead Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). In addition, the Lead Borrower may notify Eligible Assignees (with a copy to the LendersAdministrative Agent) of a request by the Lead Borrower for a Commitment Increase and request that such Eligible Assignee participate in such Commitment Increase on the terms in this Agreement. Each Lender and Eligible Assignee that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its intent Commitment. If the Lenders of the applicable Class and the Eligible Assignees notify the Administrative Agent that they are willing to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify amount of their respective Commitments by an aggregate amount that exceeds the amount of the proposed Revolver requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders of the applicable Class and the Eligible Assignees willing to participate therein in such amounts as are agreed between the Lead Borrower and the Administrative Agent. The failure of any Lender of the applicable Class and any Eligible Assignee to respond by the Commitment Date shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Lead Borrower as to the amount, if any, by which the Lenders of the applicable Class and Eligible Assignees are willing to participate in the requested Commitment Increase. Any Eligible Assignee participating in a Commitment Increase shall be reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender; provided, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.19(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the second last sentence of Section 2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to such Assuming Lender, the Lead Borrower and the Administrative Agent, duly executed by the Administrative Agent, the Swingline Lender and each Issuing Bank (in the case of each of the foregoing, not to be unreasonably withheld or delayed), such Assuming Lender, and each Borrower; and (ii) offer confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Lead Borrower and the Administrative Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth in this Section 2.19, in the event any Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such Revolver amounts in Same Day Funds as the Administrative Agent shall determine, for the benefit of the other Lenders of the applicable Class, as being required, and in the case the Commitment Increase (a) first on a pro rata basis applies to the Multicurrency Revolving Facility, the Administrative Agent shall make such adjustments with respect to the Swingline Exposure and LC Exposure of the Lenders and the Assuming Lenders, which each Lender may in its sole order to cause, after giving effect to the applicable Commitment Increase and absolute discretion accept or decline the application of such amounts to make payments to such other Lenders of the applicable Class (it being understood that including any Lender not affirmatively committing assignments), the Revolving Credit Exposures of the applicable Class to be held ratably by the Lenders of such Class as of such date in writing accordance with their respective Applicable Percentages in respect of such Class (after giving effect to its pro rata portion the Commitment Increase), (ii) Borrowers shall be deemed to have declinedprepaid and reborrowed all outstanding Loans for such Class made to it as of such Increase Date (with each such borrowing to consist of Loans for such Class, with related Interest Periods if applicable, specified in a notice delivered by the Lead Borrower in accordance with the requirements of Section 2.2) and (b) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent Borrowers shall pay to the proposed new Lender Lenders of the applicable Class the amounts, if any, payable under Section 2.15 as a result of such prepayment. (f) This Section shall supersede any provisions in Section 2.17 or Section 9.2 to which the contrary. (g) The occurrence of each Increase Date shall require and shall be deemed to be a representation and warranty by each Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and on such Increase Date that the notice procedures and rights of first offer with respect to conditions set forth in this Section 2.2(b) as they relate 2.19 to PNC Bank shall not be required. Within two (2) Business Days of Agent’s receipt of such notice from Borrower, Agent shall deliver to Borrower (i) written notice from any Lenders committing to the Revolver Commitment Increase pursuant to which and in Section 4.2 have been satisfied on such Lenders shall state the amount of their Revolver Increase and/or (ii) written notice from Agent indicating that such proposed new Lender is or is not acceptable to the Required LendersDate.

Revolver Increases. (a) On and after the Closing Date and until (but not including) the Maturity DateFrom time to time, Borrower, at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by up to $15,000,000 in minimum increments of $5,000,000 (after giving effect to which the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the Revolver Increase) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when so long as no Default or Event of Default has occurred and is continuing continuing, Administrative Borrower may, upon at least 15 Business Days’ prior written notice to Agent, request that the Commitments then in effect be increased by an additional amount not to exceed, in the aggregate, $20,000,000 (the amount of any such increase, the “Additional Commitment Amount”), and upon such request, Administrative Borrower may propose, and Agent will use its commercially reasonable efforts to solicit, additional financial institutions to become Lenders for purposes of this Agreement or any existing Lender to increase its Commitment; provided, however, that (i) each Lender which is a party to this Agreement prior to such increase shall have the effectiveness first option to participate in any such Commitment increase based on its Pro Rata Share of the Revolver Increase shall be subject to no Default or Event of Default existing as amount of the time increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the Revolver Increaseamount of the increase in the Commitments), (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contractthereby increasing its Commitment hereunder, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the Revolver Increase to Eligible Transferees and but no Lender shall have any the obligation to provide such Revolver increase. No do so; (ii) in the event that it becomes necessary to include a new financial institution to fund all or any portion of the amount of the increase in the Maximum Revolver Amount Commitments, each such financial institution shall be reasonably acceptable to Agent and Borrowers, and each such financial institution shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof, as evidenced by such new Lender’s execution and delivery of an agreement in form and substance reasonably satisfactory to Agent; (iii) no Lender shall have an obligation to Borrowers, Agent or any other Lender to increase its Commitment or its Pro Rata Share of the Commitments, and (iv) in no event shall the addition of any Lender or Lenders or the increase in the Commitment of any Lender under this Section 2.2 increase the Commitments in any single instance by less than $10,000,000. To Upon the extent addition of any Lender, or the compensation increase in the Commitment of any Lender, the Commitments set forth on Schedule C-1 shall be amended by Agent to reflect such addition or such increase. In connection with any Commitment increase, Borrowers shall pay (including any upfront fee or increased interest ratex) paid to any new Lender is in excess of the pro rata upfront fee compensation paid and any Lender increasing its Commitment, all closing fees as may be agreed to the Agent (other than agency fees) by Borrowers and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letter. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice Agent shall promptly deliver to the Lenders) of its intent to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify the amount of the proposed Revolver Increase; (ii) offer such Revolver Increase (a) first on a pro rata basis to Lenders, which each Lender may in (y) to Agent, for its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro rata portion shall be deemed to have declined) and (b) secondown account, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent to the proposed new Lender to which the Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and that the notice procedures and rights of first offer with respect to this Section 2.2(b) as they relate to PNC Bank shall not be required. Within two (2) Business Days all of Agent’s receipt of reasonable costs and expenses relating thereto, and (z) to Agent, for its own account, such notice from Borrower, arrangement fees as may be agreed to by Borrowers and Agent shall deliver to Borrower (i) written notice from any Lenders committing to the Revolver Increase pursuant to which extent Agent arranges any such Lenders shall state the amount of their Revolver Increase and/or (ii) written notice from Agent indicating that such proposed new Lender is or is not acceptable to the Required LendersCommitment increase.

Revolver Increases. (a) On and after Borrowers may, prior to the Closing Date and until (but not including) the Latest Maturity Date, Borrowerby written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), at its option at any time on a single occasion, has the right to increase (the “Revolver Increase”) the Maximum Revolver Amount by request up to $15,000,000 4 increases (in minimum increments of $5,000,000 (after giving effect 25,000,000) and not to which exceed $100,000,000175,000,000 in the aggregate, to the amount of the Maximum Revolver Amount shall not exceed $78,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the (any such increase, a “Revolver Increase) upon at least 5 Business Days written notice (” and collectively, the “Revolver Increase NoticeIncreases”); provided, that (i) to the Agent (which notice Agent no such request shall promptly deliver to the Lenders). The be made, and no Revolver Increase Notice shall (a) specify be effective, if at the date upon which the time that such Revolver Increase is requested to occur, be made (band upon giving effect thereto) be delivered at a time when no Default or Event of Default has occurred shall exist and is continuing (and the effectiveness of the ii) any such Revolver Increase shall may be subject to no Default or Event a closing fee to be determined. The notice from Borrowers pursuant to this Section shall set forth the requested amount of Default existing as of the time of the such Revolver Increase), (c) certify that . Each Lender shall have the right to increase by its Pro Rate Share of any proposed Revolver Increase will not violate or conflict by written notice to Administrative Borrower and Agent by the deadline therefor reasonably established by Agent in consultation with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party and (d) state that Borrower has received Agent’s approval in accordance with Section 2.2(b) with respect Administrative Borrower. Any Lender who fails to respond to any new Lender. Borrower agrees that Agent shall have no obligation to syndicate the such Revolver Increase by such deadline shall be deemed to Eligible Transferees and no have elected to not participate in such Revolver Increase. No Lender shall have any obligation to provide such participate in any Revolver increaseIncrease. No increase If any Lender shall elect not to participate in the Maximum any Revolver Amount shall become effective until all Increase, Agent or Borrowers, at Borrowers’ election, may invite any existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form Lender(s) and/or prospective lenderlenders who isare reasonably satisfactory to Agent and Borrowers to become a Lender in connection with such proposed Revolver Increase, subject to the provisions of Section 13 (including, without limitation, consent rights of Agent pursuant and Administrative Borrower with respect to which any such existing Lenders state the amount of their prospective lender as if it were an Assignee). No Lender shall have any obligation to participate in any Revolver Increase. In connection with each Revolver Increase and as a further condition to providing each Revolver Increase, Lenders and each Loan Party shall execute such amendments, agreements, instruments and documents, if any, as Agent shall reasonably request to evidence such Revolver Increase and to increase each minimum Excess Availability or minimum Availability threshold set forth in this Agreement and the other Loan Documents by an amount in proportion to such Revolver Increase and, any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of Person that becomes a Lender hereunder and any such new and increasing Lenders agree shall execute a joinder to make an Advance such that the outstanding Advances of such new Lender or increasing Lender constitute this Agreement as a proportional amount of the aggregate outstanding Advances based on the Revolver Commitment of such new Lender. To the extent the compensation (including any upfront fee or increased interest rate) paid to any new Lender is in excess of the pro rata upfront fee compensation paid to the Agent (other than agency fees) and each Lender on the Closing Date, Borrower shall promptly pay to Agent and each Lender an amount equal to the difference between the compensation received by the new Lender and the amount of compensation received by the Agent and each Lender on the Closing Date. Any Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, it is understood and agreed that the actual amount of any increase of the Maximum Revolver Amount in In connection with any Revolver Increase shall be less the amount of Equipment Loans assigned to the new Lender by the existing Lenders pursuant to the Equipment Loan Sell Down Side Letter. (b) At least five (5) Business Days prior to delivery of a Revolver Increase Notice, Borrower shall provide Agent with a written notice (which notice Agent shall promptly deliver to the Lenders) of its intent to increase the Maximum Revolver Amount pursuant to this section which notice shall (i) identify the amount of the proposed Revolver Increase; (ii) offer such Revolver Increase (a) first on a pro rata basis to Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro rata portion shall be deemed to have declined) and (b) second, if any Lender has declined its pro rata share Loan Party or any part thereofof its Subsidiaries owns or will acquire any Margin Stock, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of the Revolver Increase; and (iii) request the Required Lenders consent to the proposed new Lender to which the Borrower proposes to offer the Revolver Increase; provided, it is hereby acknowledged and agreed by the Lenders that PNC Bank is an acceptable new Lender and that the notice procedures and rights of first offer with respect to this Section 2.2(b) as they relate to PNC Bank shall not be required. Within two (2) Business Days of Agent’s receipt of such notice from Borrower, Agent Borrowers shall deliver to Borrower Agent an updated Form U-1 (i) written notice from with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any Lenders committing to of the Revolver Increase pursuant to which such Lenders shall state requirements under Regulations T, U or X of the amount Board of their Revolver Increase and/or (ii) written notice from Agent indicating that such proposed new Lender is or is not acceptable to the Required LendersGovernors.