Common use of Additional Commitments Clause in Contracts

Additional Commitments. (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to

Additional Commitments. (a) The Company shall have the right, at any time and may from time to time, after by notice to Administrative Agent, request that, on the Effective Date terms and prior subject to the Commitment Expiration Date conditions contained in this Agreement, Lenders and/or other financial institutions not then a party to request this Agreement, that are approved by Administrative Agent (so long such approval not to be unreasonably withheld or delayed), provide up to an aggregate amount of $250,000,000 in additional Term Loans, which Term Loans may be provided as no Default or Event an additional tranche of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as Term Loans; provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender Event of Default or Potential Event of Default shall have occurred and be obligated to provide an Additional Commitment as a continuing or result from the issuance of any request by the Companysuch additional Term Loans, (ii) after giving effect to such additional Term Loans, Company is in pro forma compliance with the maximum Consolidated Senior Leverage Ratio and maximum Consolidated Leverage Ratio set forth in subsections 7.6B and 7.6C, respectively, and (iii) Company shall have given the PBGC at least 30 days prior written notice of the incurrence of such additional Term Loans. Upon receipt of such notice to Administrative Agent and an Officer’s Certificate as to the satisfaction of the foregoing conditions, Administrative Agent shall use all reasonable efforts to arrange for Lenders or other financial institutions approved of by Administrative Agent and Company (such approval not to be unreasonably withheld or delayed) to provide such additional Term Loans. Alternatively, any existing Lender may commit to provide the full amount of the requested additional Term Loans and then offer portions of such additional Term Loans to the other Lenders or other financial institutions, subject to the approval of Administrative Agent and Company (such approval not to be unreasonably withheld or delayed). Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Term Loans. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion to provide any such additional Term Loans on the terms and conditions set forth herein, (i) the aggregate amount of additional Term Loans shall be increased by the amount of the additional Term Loans agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the additional Term Loans shall be proportionally adjusted, (iii) if necessary, in respect of an Additional Commitment increase in Term Loans, at such time and in such manner as Company and Administrative Agent shall agree, the Lenders who have in their sole discretion agreed to provide such additional Term Loans shall purchase and assume outstanding Term Loans so as to cause the amount of such Term Loans held by each Lender to conform to the respective percentages of the applicable Term Loans of the Lenders as so adjusted and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or to the extent necessary to effect the foregoing changes in accordance with the next succeeding sentence, other amendments or modifications to this Agreement or any other Loan Document. In connection with the additional Term Loans provided for in this subsection 2.1A(v), conforming amendments shall be made to this Agreement and the other Loan Documents to reflect such additional Term Loans without the consent of any Lender not a lender of such additional Term Loans, including, without limitation, if applicable, conforming amendments: (i) to provide for the additional Term Loans to share ratably in the benefits of this Agreement and the other LenderLoan Documents with the other Term Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the additional Term Loans to share ratably with the applicable Term Loans in the application of prepayments, (iii) to provide an amortization schedule for any additional Term Loans, and (Aiv) each provision to include Lenders of Additional Commitments on a given date pursuant the additional Term Loans in any determination of Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share. Notwithstanding anything in this Agreement expressed or implied to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders the contrary (including, without limitation in the circumstances contemplated by clause (v) belowsubsection 10.6), Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender nothing herein shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments construed to require consent from Eligible Persons which Lenders that are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness not lenders of such Additional Commitment Lender’s Additional Commitment additional Term Loans to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitmentadditional Term Loans in compliance with this subsection 2.1A(v), and (v) the Company and each Designated Subsidiary Account Party shall have delivered supersede any provisions in subsection 10.6 to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant tocontrary.”

Additional Commitments. (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Final Maturity Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the CompanyCompany unless it agrees in its sole discretion to do so, (ii) until such time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.17(b) and (y) such other conditions set forth in Section 1.17(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to this Section 1.17, (iii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iiiiv) (A) each provision the aggregate amount of Additional Commitments on a given date provided pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder 1.17 shall not exceed $400,000,000250,000,000, with up to the full amount of the Commitment available to be used for Letters of Credit and up to half of the Commitment available to be used for Loans, (ivv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (vvi) if, on or after the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 1.17 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the request provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting LenderLender in an aggregate amount equal to such deficiency on terms which are no more favorable in any respect than the terms offered to the existing Lenders, (vivii) all Additional Commitments provided on a given date pursuant to this Section 2.16 1.17 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 1.17 below and (viiviii) all actions taken by the Account Party Company pursuant to this Section 2.16 1.17 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (ai) The Company shall have the right, at At any time and from time to time, after following the Effective Date and (but in any event not prior to the Commitment Expiration Date first Borrowing of Term Loans hereunder), the Borrower may by written notice to request the Administrative Agent elect to establish a Class of revolving facility commitments for the making of loans and/or the issuance of letters of credit (so long as no Default or Event such commitments, the “Additional Revolving Facility Commitments”) and/or a Class of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders term loan commitments (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide such commitments, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments; ”) (it being understood and agreed, however, that (i) no existing Lender amounts borrowed under such Additional Commitments shall be obligated to provide applied in direct or indirect exchange for other Indebtedness). Such notice shall specify the date (an Additional Commitment as a result of any request by “Increased Amount Date”) on which the Company, (ii) any existing Lender may provide an Additional Commitment without Borrower proposes that the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (includingand, in the circumstances contemplated by clause case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (v5) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or Business Days after the date on which such lesser amount as notice is acceptable delivered to the Administrative Agent) and (B) . The Borrower shall notify the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth Administrative Agent in writing of the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are identity of each lender reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) shall to whom the Additional Commitments have executed been (in accordance with the prior sentence) allocated and delivered the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Administrative Agent Additional Commitments may elect or decline, in its sole discretion, to provide an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (a) The Company Parent Borrower shall have the right, right at any time and from time to time, time after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (vvi) below) provide Additional CommitmentsCommitments (and, in connection therewith, to increase the Aggregate Multicurrency Letter of Credit Limit by a ratable amount with respect thereto) and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Commitment Agreement, issue Letters of Credit; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the CompanyParent Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.14(b) and (y) such other conditions set forth in Section 1.14(b) shall have been satisfied, such Lender shall not be obligated to issue any existing Letters of Credit, in excess of the amount provided for in Section 1.01 before giving effect to such Additional Commitments provided pursuant to this Section 1.14, (iii) any Lender (and/or one or more other Persons which will become Lenders as provided pursuant to clause (vi) below) may so provide an Additional Commitment without the consent of any other Lender (it being understood and agreed that the consent of the Administrative Agent, the Issuing Agent and the Issuing Lenders, if any (such consent, in either case, not to be unreasonably withheld or delayed) shall be required if any such Additional Commitments are to be provided by a Person which is not already a Lender), (iiiiv) (Ax) each provision of Additional Commitments on a given date pursuant to this Section 2.16 1.14 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (vvi) below, Eligible Persons banks or other financial institutions who will become Additional Commitment Lenders)) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 1,000,000 and (By) the aggregate amount of Additional Commitments for all Lenders hereunder provided pursuant to this Section 1.14 shall not exceed $400,000,000100,000,000, (ivv) all the up-front fees payable to any Person providing an Additional Commitment Lender in accordance with this Section 1.14 shall be as set forth in the relevant Additional Commitment Agreement, (vvi) if, on or after the Company tenth Business Day following the request by the Parent Borrower of the then existing Lenders (other than Defaulting Lenders) to provide Additional Commitments pursuant to this Section 1.14 on the terms to be applicable thereto, the Parent Borrower has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Parent Borrower to the Administrative Agent as provided above), then the Parent Borrower may request Additional Commitments from Eligible Persons other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Parent Borrower and the Administrative Agent) in aggregate amount equal to such deficiency on terms which are reasonably acceptable no more favorable to such other bank or financial institution in any respect than the terms offered to the Administrative Agent and each Fronting Lenderexisting Lenders, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party Parent Borrower pursuant to this Section 2.16 1.14 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (a) The Company shall have the right, at any time and from time to time, after the Restatement Effective Date and prior to the Commitment Expiration Final Maturity Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the CompanyCompany unless it agrees in its sole discretion to do so, (ii) until such time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to this Section 1.16, (iii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iiiiv) (A) each provision the aggregate amount of Additional Commitments on a given date provided pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder 1.16 shall not exceed $400,000,000300,000,000, with up to the full amount of the Commitment available to be used for Letters of Credit and up to half of the Commitment available to be used for Loans, (ivv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (vvi) if, on or after the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the request provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting LenderLender in an aggregate amount equal to such deficiency on terms which are no more favorable in any respect than the terms offered to the existing Lenders, (vivii) all Additional Commitments provided on a given date pursuant to this Section 2.16 1.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 1.16 below and (viiviii) all actions taken by the Account Party Borrower pursuant to this Section 2.16 1.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (ai) The Company At any time following the Fourth Amendment Effective Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to any existing Class of Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall have (A) specify the rightdate (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable, on a pro rata basis; provided that with respect to an Additional Revolving Facility Commitment in an amount not greater than $50 million, (x) the notice specified in clause (A) can be made at any time and from time to time, after the Effective Date and on or prior to the Commitment Expiration proposed Increased Amount Date and (y) there shall be no requirement to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided offer such increase to each Revolving Facility Lender pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender B). The Borrower shall be obligated to provide an Additional Commitment as a result notify the Administrative Agent in writing of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent identity of any other each Revolving Facility Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (Term B Loan Lender or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are other financial institution reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) shall to whom the Additional Commitments have executed been (in accordance with the prior sentence) allocated and delivered the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Administrative Agent Additional Commitments may elect or decline, in its sole discretion, to provide an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (a) The Company Borrower shall have the right, right at any time and from time to time, time after the Restatement Effective Date and prior to the Commitment Expiration Final Maturity Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders Additional Commitment Banks (and/or one or more other Eligible Persons which will become Lenders Additional Commitment Banks as provided pursuant to clause (vvi) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender Additional Commitment Bank shall be obligated to provide an Additional Commitment as a result of any request by the CompanyBorrower, (ii) until such time, if any, as (x) such Additional Commitment Bank has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iii) any existing Lender Additional Commitment Bank (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) may so provide an Additional Commitment without the consent of any other LenderAdditional Commitment Bank (it being understood and agreed that the consent of the Administrative Agent and each Letter of Credit Issuer (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Commitments are to be provided by a Person which is not already an Additional Commitment Bank), (iiiiv) (Ax) each provision of Additional Commitments on a given date pursuant to this Section 2.16 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders Banks (including, in the circumstances contemplated by clause (vvi) below, Eligible Persons banks or other financial institutions who will become Additional Commitment LendersBanks)) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 1,000,000 and (By) the aggregate amount of Additional Commitments for all Lenders hereunder provided pursuant to this Section 1.16 shall not exceed $400,000,000100,000,000, (ivv) all the up-front fees payable to any Person providing an Additional Commitment Lender in accordance with this Section 1.16 shall be as set forth in the relevant Additional Commitment Agreement, (vvi) if, on or after the Company tenth Business Day following the request by the Borrower of the then existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Borrower has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided above), then the Borrower may request Additional Commitments from Eligible Persons other banks or financial institutions (unless otherwise agreed by the Borrower and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are reasonably acceptable no more favorable to such other bank or financial institution in any respect than the terms offered to the Administrative Agent and each Fronting Lenderexisting Additional Commitment Banks, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party Borrower pursuant to this Section 2.16 1.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the 4849-0866-3397v950 #4849-0866-3397v1 aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front up‑front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (a) The Company shall have the right, at any time and Co-Borrowers may from time to time, time after the Restatement Effective Date and prior Date, by notice to the Commitment Expiration Date Administrative Agent, request that, on the terms and subject to request the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (so long as i) no Default or Event of Default is then in existence shall have occurred and be continuing or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant occur after giving effect to clause (v) below) provide Additional such additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lenderloans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (iii) (A) each provision of Additional Commitments on a given date pursuant to this the representations and warranties in Section 2.16 5 shall be true and correct in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or material respects prior to and after giving effect to such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000additional Commitments, (iv) all up-front fees payable to the maturity date of any Additional Commitment Lender additional Commitments shall be as set forth in no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the relevant Additional Commitment Agreementmaturity date of the existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront feespricing or maturity) of any additional Commitments and the Loans to be made thereunder, to the extent not consistent with the Commitments and the Loans extended under this Agreement pursuant to Section 2.1A(i), shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such datetime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds CREDIT AGREEMENT the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), covering certain matters similar then the “LIBOR floor” and/or the Applicable Margin applicable to those the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx, the opinions Borrowers, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of counsel delivered which agreement shall be a condition to the Lenders effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the Effective Date date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant toto this Section 2.1A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence). CREDIT AGREEMENT

Additional Commitments. (a) The Company shall have the right, at any time and Co-Borrowers may from time to time, time after the Effective Date and prior Date, by notice to the Commitment Expiration Date Administrative Agent, request that, on the terms and subject to request the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (so long as i) no Default or Event of Default is then in existence shall have occurred and be continuing or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant occur after giving effect to clause (v) below) provide Additional such additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lenderloans under such additional Commitments shall rank pari passu with the Revolving Loans to be made pursuant to Section 2.1A(i), (iii) (A) each provision of Additional Commitments on a given date pursuant to this the representations and warranties in Section 2.16 5 shall be true and correct in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or material respects prior to and after giving effect to such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000additional Commitments, (iv) all up-front fees payable to the maturity date of any Additional Commitment Lender additional Commitments shall be as set forth in no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the relevant Additional Commitment Agreementmaturity date of the existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront feespricing or maturity) of any additional Commitments and the Revolving Loans to be made thereunder, to the extent not consistent with the Commitments and the Revolving Loans extended under this Agreement pursuant to Section 2.1A(i), shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such datetime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), covering certain matters similar then the “LIBOR floor” and/or the Applicable Margin applicable to those the Revolving Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Revolving Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Revolving Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Revolving Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Revolving Loans and/or participations incurred in connection with Letters of Credit and Swing Line Loans so as to cause the amount of such Revolving Loans and/or participations in connection with Letters of Credit and Swing Line Loans held by each Revolving Loan Lender to conform to the respective percentages of the applicable Commitments of the Revolving Loan Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx, the opinions Borrowers, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of counsel delivered which agreement shall be a condition to the Lenders effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Revolving Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the Effective Date date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant toto this Section 2.1A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit and Swing Line Loans between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. (avii) The Company So long as the Additional Dollar Facility Revolving Loan Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below, BFPH shall have the right, right at any time and from time to time, after the Effective Date time and upon at least 15 days prior written notice to the Commitment Expiration Date Administrative Agent, to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; Dollar Facility Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement and consistent with the amount of Additional Dollar Facility Revolving Loan Commitments so provided, make Dollar Facility Revolving Loans pursuant to Sections 1.01(c)(i) and 1.01(e)(i), it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Dollar Facility Revolving Loan Commitment as a result of any request by the CompanyBFPH, (ii) any existing until such time, if any, as (x) such Lender may has agreed in its sole discretion to provide an Additional Dollar Facility Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Dollar Facility Revolving Loan Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall not be obligated to fund any Dollar Facility Revolving Loans, or participate in any Dollar Facility Letters of Credit, in excess of the amounts provided for in Section 1.01(c)(i), 1.01(e)(i) and/or 2.03, as the case may be, before giving effect to such Additional Dollar Facility Revolving Loan Commitments provided pursuant to this Section 1.16, (iii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Dollar Facility Revolving Loan Commitment without the consent of any other Lender (other than, in the circumstances contemplated by clause (viii) below, the Administrative Agent, Chase and each Issuing Lender), (iii) (Aiv) each provision of Additional Dollar Facility Revolving Loan Commitments on a given date pursuant to this Section 2.16 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (vvii) below, Eligible Persons Transferees who will become Additional Commitment Lenders)) of at least $25,000,000 25,000,000, (or such lesser amount as is acceptable to the Administrative Agent) and (Bv) the aggregate amount of all Additional Dollar Facility Revolving Loan Commitments for all Lenders hereunder permitted to be provided pursuant to this Section 1.16 shall not exceed $400,000,00050,000,000, (ivvi) all up-front the fees payable to any Lender providing an Additional Dollar Facility Revolving Loan Commitment Lender shall be as set forth in the relevant Additional Dollar Facility Revolving Loan Commitment Agreement, (vvii) if, after BFPH has requested the Company may then existing Lenders (other than Defaulting Lenders) to provide Additional Dollar Facility Revolving Loan Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, BFPH has not received Additional Dollar Facility Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Dollar Facility Revolving Loan Commitments which BFPH desires to obtain pursuant to such request Additional Commitments from Eligible Persons which are reasonably acceptable (as set forth in the notice provided by BFPH to the Administrative Agent as provided above), then BFPH may request Additional Dollar Facility Revolving Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Lenders, PROVIDED that any such Additional Dollar Facility Revolving Loan Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000, (viii) no Person (including any existing Lender and any Eligible Transferee which was not already a Lender) may provide an Additional Dollar Facility Revolving Loan Commitment unless approved each of the Administrative Agent, Chase and each Fronting Issuing Lender, provided that such approval shall not be required with respect to any Additional Dollar Facility Revolving Loan Commitment assumed by an existing Non-Defaulting Lender which already has a Revolving Loan Commitment (vi) all before giving effect to its Additional Commitments provided on a given date Dollar Facility Revolving Loan Commitment assumed pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees1.16) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (viiix) all actions taken by the Account Party BFPH pursuant to this Section 2.16 1.16(a) shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. The Borrower may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence shall have occurred and be continuing or would result therefromoccur after giving effect to such additional Commitments, (b) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to clause Section 2.1A(i), (vc) below) provide Additional Commitments; it being understood the representations and agreed, however, that (i) no existing Lender warranties in Section 5 shall be obligated true and correct in all material respects prior to provide an Additional Commitment as a result and after giving effect to such additional Commitments, (d) the maturity date of any request by additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Companymaturity date of the existing Commitments (or any Other Credit Extensions constituting Commitments), (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (Be) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront feespricing or maturity) of any additional Commitments and the Loans to be made thereunder, to the extent not consistent with the Commitments and the Loans extended under this Agreement pursuant to Section 2.1A(i), shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such datetime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), covering certain matters similar then the Floor, the Term SOFR Adjustment and/or the Applicable Margin applicable to those the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “Term SOFR adjustment” or “SOFR floor” being applicable to the additional Commitments, the Term SOFR Adjustment or the Floor, respectively, applicable to the Loans shall be increased (or, in the event there is no Term SOFR Adjustment or Floor applicable to the Loans at such time, a Term SOFR Adjustment or Floor shall be added) to an amount not to exceed the “Term SOFR adjustment” or “SOFR Floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit 47 CREDIT AGREEMENT so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, U.S. XxxXx, the opinions Borrower, the Qualified Additional Lenders providing such additional Commitments and the Administrative Agent, the execution and delivery of counsel delivered which agreement shall be a condition to the Lenders effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the Effective Date date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant toto this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of SOFR Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 2.27 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 2.27 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 2.27 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 2.27 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to2.27.

Additional Commitments. (a) The Company shall have the right, at any time and may from time to time, after by notice to Administrative Agent, request that, on the Effective Date terms and prior subject to the Commitment Expiration Date conditions contained in this Agreement, Lenders and/or other financial institutions not then a party to request this Agreement, that are approved by Administrative Agent (so long as no Default such approval not to be unreasonably withheld or Event delayed), provide up to an aggregate amount of Default is then $125,000,000 in existence or would result therefrom) on one or more occasions that one or more existing Lenders additional Revolving Loan Commitments (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide each such additional Revolving Loan Commitment, an “Additional Commitment,” and collectively, the “Additional Commitments”); it being understood and agreed, however, provided that (i) no existing Lender Event of Default or Potential Event of Default shall have occurred and be obligated to provide an continuing or result from such Additional Commitment as a result of any request by the CompanyCommitments, (ii) any existing Lender Additional Commitments may provide be added hereunder on no more than three occasions, and on each such occasion, the aggregate amount of Additional Commitments added shall be in an Additional Commitment without the consent aggregate minimum amount of any other Lender$25,000,000 and integral multiples of $1,000,000 in excess of that amount, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give after giving pro forma effect to such Additional CommitmentsCommitments and any borrowings contemplated to occur substantially concurrently with the addition thereof, and such Additional Commitment LendersCompany will be in compliance with all of its covenants under this Agreement (including, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined without limitation, those set forth in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e7.6), (iv) the Company and each Designated Subsidiary Account Party aggregate amount of Additional Commitments that may be added after April 30, 2007 shall have delivered be limited to the Administrative Agent resolutions authorizing lesser of (X) $50,000,000 and (Y) $125,000,000 minus the incurrence aggregate amount of the obligations Additional Commitments added prior to be incurred pursuant to each Additional Commitment, such date and (v) the Company aggregate amount of the Commitments, after giving effect to the Additional Commitments, will not exceed the maximum principal amount permitted for the “Senior Credit Facility” under clause (1) of Section 4.11 of the Senior Subordinated Note Indenture. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such Additional Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such Additional Commitments on the terms and conditions set forth herein (such Lenders, in such capacity, “Increasing Lenders”), (i) the aggregate amount of the Revolving Loan Commitments shall be increased by the amount of the Additional Commitments so provided, (ii) the Pro Rata Shares of the Lenders shall be proportionally adjusted to reflect the increase in the Revolving Loan as a result of the addition of such Additional Commitments, (iii) each Designated Subsidiary Account Party Increasing Lender shall purchase and assume from other Lenders outstanding Loans and participations in outstanding Letters of Credit so as to cause the amount of such Loans and participations in Letters of Credit held by each Lender to conform to its Pro Rata Share of such Loans and Letters of Credit (it being agreed Administrative Agent shall have delivered the right to the unilaterally effect such purchases by collecting appropriate amounts from Increasing Lenders and distributing appropriate amounts to other Lenders, in each case in an amount sufficient to achieve such conformity) and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as are consistent with this subsection 2.1A(iii) as Administrative Agent an opinionmay reasonably request. In connection with the additional Revolving Loan Commitments provided for in this subsection 2.1A(iii), in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to conforming amendments shall be made by the Administrative Agent and dated Company to this Agreement and the other Loan Documents to reflect such dateAdditional Commitments, covering certain matters similar without the consent of any Lender other than those providing the Additional Commitments, including, without limitation, if applicable, conforming amendments: (i) to those set forth provide for the Additional Commitments to share ratably in the opinions benefits of counsel delivered this Agreement and the other Loan Documents (including the accrued interest in respect thereof) with the other Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the Additional Commitments to share ratably with the applicable Loans in the application of prepayments, and (iii) to include Lenders of the additional Revolving Loan Commitments in any determination of Lenders, Requisite Lenders and Pro Rata Share. Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.6), nothing herein shall be construed to require consent from Lenders on that do not provide Additional Commitments to the Effective Date pursuant toincurrence of the Additional Commitments in compliance with this subsection 2.1A(iii), and this subsection 2.1A(iii) shall supersede any provisions in subsection 10.6 to the contrary.

Additional Commitments. (a) The Company At any time, if no Default shall have the right, occurred and be continuing at any time and from time to such time, after the Effective Date and prior Borrower may, if it so elects, increase the aggregate amount of the Tranche A Commitments and/or the Tranche B Commitments, either by designating a Person not theretofore a Bank to the become a Bank or by agreeing with an existing Bank that such Bank’s Tranche A Commitment Expiration Date to request (so long and/or Tranche B Commitment, as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreedapplicable, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request increased. Upon execution and delivery by the Company, (ii) any existing Lender may provide Borrower and such Bank or other Person of an Additional Commitment without the consent instrument of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications assumption in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to such existing Bank shall have a Tranche A Commitment and/or Tranche B Commitment, as applicable, as therein set forth or such other Person shall become a Bank with a Tranche A Commitment and/or Tranche B Commitment, as applicable, as therein set forth and all the Company rights and obligations of a Bank with such Designated Subsidiary Account Party reasonably satisfactory a Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Administrative Agent Agent, who shall promptly notify the other Banks and dated (ii) the aggregate amount of such date, covering certain matters similar increases made pursuant to those set forth this Section 2.1(d) does not exceed $1,500,000,000. Upon any increase in the opinions aggregate amount of counsel delivered the Tranche A Commitments and/or Tranche B Commitments, as applicable, pursuant to this Section 2.1(d), within five Domestic Business Days in the case of each Group of Base Rate Loans outstanding, and at the end of the then current Interest Period with respect thereto, in the case of each Group of Euro-Dollar Loans that are Tranche A Conventional Loans or Tranche B Conventional Loans, as applicable, then outstanding (or, in either case, at such earlier time as is agreed to by the Borrower and the Administrative Agent), the Borrower shall prepay such Group of Loans in its entirety, and, to the Lenders on extent the Effective Date Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Conventional Loans of the applicable Class from the applicable Banks in proportion to their respective Commitments of such Class after giving effect to such increase, until such time as all outstanding Conventional Loans of such Class are held by the applicable Banks in such proportion. Notwithstanding anything to the contrary herein, (i) the designation of any Person as a Bank pursuant toto this Section 2.1(d) shall be subject to the consent of the Administrative Agent, which shall not be unreasonably withheld or delayed; provided that no such consent shall be required if such Person is an affiliate of a Bank whose credit rating(s) from S&P and/or Moody’s are not lower than those of such Bank (or whose obligations under this Agreement are guaranteed by an affiliate whose credit rating(s) from S&P and/or Moody’s are not lower than those of such Bank) or if such Person was a Bank immediately prior to such designation; and (ii) no such Person designated as a Bank pursuant to this Section 2.1(d) shall be the Borrower or any of the Borrower’s affiliates or Subsidiaries or a Defaulting Bank or any of its Subsidiaries or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (ii) or a natural person.

Additional Commitments. (a) The Company So long as the Additional Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below and on the respective Additional Commitment Date, Furniture Brands shall have the right, at any time and from time to time, after time within one year following the Effective Date Date, and upon at least 15 days prior written notice to the Commitment Expiration Date Administrative Agent, to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; Commitments and subject to the applicable terms and conditions contained in this Agreement and consistent with the amount of Additional Commitments so provided, make Revolving Loans pursuant to Sections 1.01(a) and 1.01(c) and purchase participations in Letters of Credit pursuant to Section 2.04, it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the CompanyCommitment, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.14(b) and (y) such other conditions set forth in Section 1.14(b) shall have been satisfied, such Lender shall not be obligated to fund any existing Revolving Loans, or participate in any Letters of Credit, in excess of the amounts provided for in Section 1.01(a), 1.01(c) and/or 2.01(c), as the case may be, before giving effect to such Additional Commitments provided pursuant to this Section 1.14, (iii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (other than, in the circumstances contemplated by clause (viii) below, the Administrative Agent and each Issuing Lender), (iii) (Aiv) each provision of Additional Commitments on a given date pursuant to this Section 2.16 1.14 shall be in a minimum integral multiples (in the aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (vvii) below, Eligible Persons Transferees who will become Additional Commitment Lenders)) of at least $25,000,000 5,000,000, (or such lesser amount as is acceptable to the Administrative Agent) and (Bv) the aggregate amount of all Additional Commitments for all Lenders hereunder permitted to be provided pursuant to this Section 1.14 shall not exceed $400,000,00070,000,000, (ivvi) all up-front the fees payable to any Lender providing an Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (vvii) if, after Furniture Brands has requested the Company then existing Lenders (other than Defaulting Lenders) to provide Additional Commitments pursuant to this Section 1.14 on the terms to be applicable thereto, Furniture Brands has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which Furniture Brands desires to obtain pursuant to such request (as set forth in the notice provided by Furniture Brands to the Administrative Agent as provided above), then Furniture Brands may request Additional Commitments from Eligible Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are reasonably acceptable no more favorable to such Eligible Transferee in any respect than the terms offered to the Lenders, provided that any such Additional Commitments provided by any such Eligible Transferee which is not already a Lender shall be in integral multiples (for such Eligible Transferee) of at least $1,000,000, (viii) no Person (including any existing Lender and any Eligible Transferee which was not already a Lender) may provide an Additional Commitment unless approved by each of the Administrative Agent and each Fronting Issuing Lender, provided that such approval shall not be required with respect to any Additional Commitment assumed by an existing Non-Defaulting Lender, (viix) all the interest rate applicable to Revolving Loans made pursuant to such Additional Commitments provided on a given date shall be the same as the interest rate applicable at such time to other Revolving Loans made pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below Agreement and (viix) all actions taken by the Account Party Furniture Brands pursuant to this Section 2.16 1.14(a) shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (a) The Company shall have the right, at any time and Borrower may from time to time, time after the Effective Date and prior Date, by notice to the Commitment Expiration Date Administrative Agent, request that, on the terms and subject to request the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (so long as i) no Default or Event of Default is then in existence shall have occurred and be continuing or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant occur after giving effect to clause (v) below) provide Additional such additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other LenderLoans under such additional Commitments shall have the same Guaranties and Collateral (if any), and shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (iii) (A) each provision of Additional Commitments on a given date pursuant to this the representations and warranties in Section 2.16 5 shall be true and correct in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or material respects prior to and after giving effect to such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000additional Commitments, (iv) all up-front fees payable to the maturity date of any Additional Commitment Lender additional Commitments shall be as set forth in no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the relevant Additional Commitment Agreementmaturity date of the existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront feespricing or maturity) of any additional Commitments and the Loans to be made thereunder, to the extent not consistent with the Commitments and the Loans extended under this Agreement pursuant to Section 2.1A(i), shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel (vi) such additional Commitments shall be made available no more than four times prior to the Company Commitment Termination Date, (vii) each such additional Commitment shall be in a minimum aggregate principal amount of $10,000,000, (viii) the minimum commitment of any Qualified Additional Lender shall be $2,500,000 and (ix) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such Designated Subsidiary Account Party reasonably satisfactory time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the “LIBO Rate floor” and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBO Rate floor” being applicable to the additional Commitments, the “LIBO Rate floor” applicable to the Loans shall be increased (or, in the event there is no “LIBO Rate floor” applicable to the Loans at such time, a “LIBO Rate floor” shall be added) to an amount not to exceed the “LIBO Rate floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and dated to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such dateadditional Commitments on the terms and conditions set forth herein, covering certain matters similar (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to those provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, the opinions Borrower, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of counsel delivered which agreement shall be a condition to the Lenders effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the Effective Date date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant toto this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. (a) The Company shall have the right, at any time and Co-Borrowers may from time to time, time after the Effective Date and prior Date, by notice to the Commitment Expiration Date Administrative Agent, request that, on the terms and subject to request the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (so long as i) no Default or Event of Default is then in existence shall have occurred and be continuing or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant occur after giving effect to clause (v) below) provide Additional such additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lenderloans under such additional Commitments shall rank pari passu with the Revolving Loans to be made pursuant to Section 2.1A(i), (iii) (A) each provision of Additional Commitments on a given date pursuant to this the representations and warranties in Section 2.16 5 shall be true and correct in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or material respects prior to and after giving effect to such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000additional Commitments, (iv) all up-front fees payable to the maturity date of any Additional Commitment Lender additional Commitments shall be as set forth in no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the relevant Additional Commitment Agreementmaturity date of the existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront feespricing or maturity) of any additional Commitments and the Revolving Loans to be made thereunder, to the extent not consistent with the Commitments and the Revolving Loans extended under this Agreement pursuant to Section 2.1A(i), shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1 A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such datetime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1 A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), covering certain matters similar then the “LIBOR floor” and/or the Applicable Margin applicable to those the Revolving Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Revolving Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Revolving Loans at such time, a 50 CREDIT AGREEMENT “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Revolving Loans. Nothing contained in this Section 2.1 A(iii) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Revolving Loans and/or participations incurred in connection with Letters of Credit and Swing Line Loans so as to cause the amount of such Revolving Loans and/or participations in connection with Letters of Credit and Swing Line Loans held by each Revolving Loan Lender to conform to the respective percentages of the applicable Commitments of the Revolving Loan Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1 A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, the opinions Borrowers, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of counsel delivered which agreement shall be a condition to the Lenders effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Revolving Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the Effective Date date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant toto this Section 2.1 A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1 A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit and Swing Line Loans between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 2.27 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000500,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 2.27 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 2.27 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 2.27 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to2.27.

Additional Commitments. (a) The Company shall have the right, at any time and from time to time, after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (vvi) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) until such time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 2.18(b) and (y) such other conditions set forth in Section 2.18(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to this Section 2.18, (iii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iiiiv) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 2.18 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (vvi) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate amount of Additional Commitments for all Lenders hereunder provided pursuant to this Section 2.18 shall not exceed $400,000,00075,000,000, (ivv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (vvi) if, on or after the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 2.18 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the request provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting LenderLender in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Person in any respect than the terms offered to the existing Lenders, (vivii) all Additional Commitments provided on a given date pursuant to this Section 2.16 2.18 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 2.18 below and (viiviii) all actions taken by the Account Party Borrower pursuant to this Section 2.16 2.18 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. The Borrower may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event of Default is then in existence shall have occurred and be continuing or would result therefromoccur after giving effect to such additional Commitments, (b) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to clause Section 2.1A(i), (vc) below) provide Additional Commitments; it being understood the representations and agreed, however, that (i) no existing Lender warranties in Section 5 shall be obligated true and correct in all material respects prior to provide an Additional Commitment as a result and after giving effect to such additional Commitments, (d) the maturity date of any request by additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Companymaturity date of the existing Commitments (or any Other Credit Extensions constituting Commitments), (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (Be) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront feespricing or maturity) of any additional Commitments and the Loans to be made thereunder, to the extent not consistent with the Commitments and the Loans extended under this Agreement pursuant to Section 2.1A(i), shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such datetime (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), covering certain matters similar then the “LIBOR floor” and/or the Applicable Margin applicable to those the Loans shall be increased such that after giving effect to such increases, the 43 CREDIT AGREEMENT Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among Holdings, U.S. Holdings, U.S. XxxXx, the opinions Borrower, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of counsel delivered which agreement shall be a condition to the Lenders effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the Effective Date date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent is expressly permitted, without the consent of any Lender, to amend the Loan Documents to the extent necessary to give effect to any increases pursuant toto this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. (a) The Company shall have the right, right at any time and from time to time, time after the Restatement Effective Date and prior to the Commitment Expiration Final Maturity Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders Additional Commitment Banks (and/or one or more other Eligible Persons which will become Lenders Additional Commitment Banks as provided pursuant to clause (vvi) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender Additional Commitment Bank shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) until such time, if any, as (x) such Additional Commitment Bank has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iii) any existing Lender Additional Commitment Bank (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) may so provide an Additional Commitment without the consent of any other LenderAdditional Commitment Bank (it being understood and agreed that the consent of the Administrative Agent and each Letter of Credit Issuer (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Commitments are to be provided by a Person which is not already an Additional Commitment Bank), (iiiiv) (Ax) each provision of Additional Commitments on a given date pursuant to this Section 2.16 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders Banks (including, in the circumstances contemplated by clause (vvi) below, Eligible Persons banks or other financial institutions who will become Additional Commitment LendersBanks)) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) 1,000,000 and (By) the aggregate amount of Additional Commitments for all Lenders hereunder provided pursuant to this Section 1.16 shall not exceed $400,000,000100,000,000, (ivv) all the up-front fees payable to any Person providing an Additional Commitment Lender in accordance with this Section 1.16 shall be as set forth in the relevant Additional Commitment Agreement, (vvi) if, on or after the tenth Business Day following the request by the Company of the then existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the notice provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Eligible Persons other banks or financial institutions (unless otherwise agreed by the Company and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are reasonably acceptable no more favorable to such other bank or financial institution in any respect than the terms offered to the Administrative Agent and each Fronting Lenderexisting Additional Commitment Banks, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party Company pursuant to this Section 2.16 1.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior Subject to the Commitment Expiration Date to request (terms and conditions set forth herein, so long as no Default or Event of Default is then shall have occurred and be continuing, the Company shall have the right during the period from the Closing Date until the date one Business Day prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in existence or would result therefrom) on the form of one or more occasions that one or more increases to the Aggregate U.S. Revolving Committed Amount (the “Additional Commitments”) by an aggregate amount of up to FIVE HUNDRED MILLION DOLLARS ($500,000,000). The following terms and conditions shall apply to all Additional Commtiments: (a) the loans made under any such Additional Commitment shall constitute Borrower Obligations, (b) such Additional Commitment shall have the same terms (including interest rate) as the existing Loans, (c) any Lender providing such Additional Commitment shall be entitled to the same voting rights as the existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated entitled to provide an receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Additional Commitment as a result of any request by shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the Companyterms set forth below, (iie) any existing Lender may provide an such Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate principal amount of $100,000,000 and integral multiples of $1,000,000 in excess thereof, (for all f) the proceeds of any Loans under any Additional Commitment will be used for general corporate purposes of the Company, including without limitation, the repurchase of the Company’s shares, (g) the Company shall execute such promissory notes as are necessary and requested by the Lenders to reflect the Additional Commitments, (includingh) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall have received from the Company (i) updated financial projections and an officer’s certificate demonstrating that, after giving effect to any such Additional Commitment, the Company will be in compliance with the financial covenants set forth in Section 6.6, (ii) copies of resolutions of the board of directors or comparable managing body of the Company approving the Additional Commitments and the transactions contemplated thereby, as may be reasonably requested by the Administrative Agent and (iii) a favorable legal opinion of counsel to the Company relating to such Additional Commitments, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable each case in form and substance satisfactory to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to . Participation in any Additional Commitment shall be offered first to each of the existing Lenders, but each such Lender shall be as set forth in have no obligation to provide all or any portion of any such Additional Commitment. If the relevant amount of any Additional Commitment Agreementrequested by the Company shall exceed the commitments which the existing Lenders are willing to provide with respect to such Additional Commitment, (v) then the Company may request Additional Commitments from Eligible Persons which are invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Additional Commitment not taken by existing Lenders; provided that such other banks, financial institutions and each Fronting Lenderinvestment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Company may reasonably request. The existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 9.5(c)) of the outstanding Loans and Participation Interests to the Lenders providing any Additional Commitment so that, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added after giving effect to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any assignments, each Lender (other than including the Lenders providing the Additional Commitments) shall be required for will hold Loans and Participation Interests equal to its Commitment Percentage of all outstanding Loans and LOC Obligations. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any Additional Commitments made pursuant amendment to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender Credit Agreement or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such any other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent Credit Document as may be necessary or appropriate (with to incorporate the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment terms of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to.

Additional Commitments. (ai) The Company shall have Notwithstanding anything in this Section 11.12 to the rightcontrary, at any time after the Closing Date and from time to time, after the Effective Date and time prior to the Commitment Expiration Revolving Facility Maturity Date this Agreement may be amended (or amended and restated) to request give effect to (so long a) an increase to the Revolving Commitments on the same terms and conditions as no Default or Event the existing Revolving Commitments, (b) additional commitments to make term loans with terms identical to the Term Loan and/or (c) additional commitments to make term loans to be structured as a separate term loan tranche with terms different from the Term Loan (each such increase to the Revolving Commitments and/or establishment of Default is a new tranche of term loans being referred to herein as an “Incremental Facility,” and all such increases being referred to collectively herein as the “Incremental Facilities”) to be made to the Borrower by an agreement in writing entered into by the Borrower, the Administrative Agent and each Person (including any then in existence or would result therefromexisting Lender) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated agree to provide an Additional Commitment as a result any portion of any request by the Company, such Incremental Facility (ii) any existing Lender may provide an Additional Commitment but without the consent of any other Lender), and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had already been a Lender under this Agreement with the Revolving Commitment and/or term loans set forth in such Agreement; provided, however, that: (i) the aggregate principal amount of all such Incremental Facilities structured as increases to the Revolving Commitments effected after the Closing Date pursuant to this Section 11.12(b) plus the amount of the Total Revolving Commitment as of the Closing Date shall not exceed $200,000,000, (ii) the aggregate principal amount of all such Incremental Facilities effected after the Closing Date pursuant to this Section 11.12(b) shall not exceed $200,000,000, (iii) (A) each provision of Additional Commitments on a given date such increase effected pursuant to this Section 2.16 11.12(b) shall be in a minimum aggregate amount of $10,000,000 (for all Additional Commitment Lenders (including, and integral multiples of $1,000,000 in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000excess thereof), (iv) all up-front fees payable representations and warranties in Article VI hereof must be true and correct in all material respects upon giving effect to any Additional Commitment Lender such Incremental Facility, and no Default or Event of Default shall have occurred and be as set forth continuing at the time of such request and on the date of any such increase (assuming a Borrowing in respect of any applicable increases to the relevant Additional Commitment AgreementRevolving Commitments), (v) no Commitment of any Lender shall be increased without the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting consent of such Lender, (vi) all Additional Commitments provided on a given date pursuant fees and expenses owing in respect of such increase to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time Lenders shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenderspaid, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (ivvii) the Company and each Designated Subsidiary Account Party Borrower shall have delivered to the Administrative Agent resolutions authorizing a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of any such Incremental Facility (assuming a Borrowing of the obligations entire Incremental Facility in respect of any applicable increases to the Revolving Commitments) and the concurrent retirement of any Indebtedness of the Borrower or any Subsidiary, (A) the Credit Parties would be incurred in compliance with the financial covenant set forth in Section 8.07 and (B) the Consolidated Total Net Leverage Ratio shall be equal to or less than 4.25 to 1.00, in each case as of the last day of the most recently ended fiscal quarter of the Borrower for which the Administrative Agent has received the Required Financial Information, (viii) with respect to any Incremental Facility structured as a separate term loan tranche, the “all-in yield” (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year life to maturity and the remaining life to maturity for the purposes of determining any increases to the applicable interest rate margin), but excluding any structuring, arrangement, underwriting or similar fees paid or payable to the applicable lead arranger for such facility not shared with the applicable lenders) applicable to such Incremental Facility may not exceed the total “all-in yield” (determined on the same basis) for any then-existing series of Term Loans by more than 0.50% without a corresponding increase in the all-in yield applicable to such existing Term Loans so that such all-in yield applicable to such existing Term Loans is 0.50% less than that applicable to such Incremental Facility (it being understood that the Applicable Margin for such existing Term Loans may be increased and/or additional fees may be paid to the Lenders holding such existing Term Loans to the extent necessary to satisfy such requirement), (ix) the final maturity date of any additional Incremental Facility structured as a separate term loan tranche shall be no earlier than the latest Maturity Date hereunder or, if later, the maturity date of any Incremental Facility then in effect, (x) the weighted average life to maturity of any such Incremental Facility structured as a separate term loan tranche shall not be shorter that the remaining average weighted life to maturity of the Term Loan (without giving effect to any prepayments thereof), (xi) subject to the limitations set forth above, the interest rate margin, weighted average life to maturity and final maturity applicable to any such Incremental Facility structured as a separate term loan tranche shall be determined at the time such Incremental Facility is made available by the Borrower and the Lenders providing such Incremental Facility and (xii) subject to the limitations set forth above, all other terms applicable to any Incremental Facility structured as a separate term loan tranche, if not consistent with the existing Term Loans, must be more favorable to the Borrower or reasonably acceptable to the Administrative Agent. The Loans and Commitments established pursuant to each Additional Commitmentthis Section 11.12(b) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Borrower may offer, in consultation with the Administrative Agent, the increase to (vi) existing Lenders (but no Lender will have an obligation to increase its Commitment hereunder) and (ii) if necessary because the Company and requested commitments for such Incremental Facility cannot be obtained from existing Lenders, any third party financial institutions that otherwise would qualify as Eligible Assignees (in each Designated Subsidiary Account Party shall have delivered case which must be reasonably acceptable to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions case of counsel delivered any such Person providing additional Revolving Commitments hereunder). Upon the establishment pursuant to the Lenders on the Effective Date pursuant tothis Section