Common use of Additional Revolving Commitments Clause in Contracts

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

Additional Revolving Commitments. Upon Holding’s (a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right at any time and from time to time on or prior to November 9, 2002 and upon at least 15 Business Days prior written notice to the Administrative AgentAgent (which shall promptly notify each of the Lenders), to request on any Subsequent Effective Date up to three occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Lenders may, in their sole and absolute discretion, provide additional Revolving Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an amount Additional Revolving Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as such Lender has agreed in its sole discretion to provide an Additional Revolving Commitment and executed and delivered to the Administrative Agent an Additional Revolving Commitment Agreement in respect thereof as provided in Section 2.14(b) and such Additional Revolving Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Commitment as in effect prior to giving effect to such Additional Revolving Commitment provided pursuant to this Section 2.14, (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 Revolving Commitment without the consent of any other Lender but with the prior consent of the Agents (which consents shall not be unreasonably withheld), (iv) each provision of Additional Revolving Commitments on a given date pursuant to this Section 2.14 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $50,000,0005,000,000 and in integral multiples of $5,000,000 in excess thereof, provided that (v) the aggregate amount of such additional all Additional Revolving Commitments shall not exceed the difference of (A) $250,000,000 minus (B) the total of (x) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior permitted to the relevant Subsequent Effective Date be provided pursuant to this Section 2.01(d) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Commitment and L/C Commitment). Any Additional Lender not already party to this Agreement shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01(b) hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment together with such Additional Lender’s respective Revolving Commitment and Revolving Proportionate Share, (ii) Schedule 2.01(b) hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definition of “Aggregate Revolving Commitment” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and held by each Revolving Lender shall be adjusted to reflect the changes in the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swingline Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed to have assigned on the Subsequent Effective Date to each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date such portion of such Revolving Loans and participations Table of Contents as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Acceptance in respect of the Revolving Loans and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed amounts to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. On and after each Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations 2.14 shall not exceed the combined Revolving Commitments $50,000,000, (inclusive of the Additional Revolving Commitments) of the Revolving Lenders; and (iivi) the Effective Amount of the Revolving Loans of fees payable to any Revolving Lender plus the participation of such Revolving Lender (including, in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at circumstances contemplated by clause (vii) below, any time exceed such Revolving Eligible Transferee who will become a Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitment, if any). On and after the Subsequent Effective Date, each Additional Lender holding ) providing an Additional Revolving Commitment shall be a Revolving Lender under this Agreement and the other Loan Documents for all purposes with a Revolving Commitment and a Revolving Proportionate Share as set forth in the relevant Additional Revolving Commitment Agreement, (vii) if, after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Commitments pursuant to this Section 2.14 on Schedule 2.01(bthe terms to be applicable thereto, the Borrower has not received Additional Revolving Commitments in an aggregate amount equal to that amount of the Additional Revolving 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 Revolving Commitments from one or more Persons which would qualify as deemed amended Eligible Transferees hereunder in clause an aggregate amount equal to such deficiency on terms which are no more favorable to any such Eligible Transferee in any respect than the terms offered to the then existing Lenders, PROVIDED that any such Additional Revolving Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (ifor such Eligible Transferee) aboveof at least $5,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 2.14(a) shall be done in coordination with the rights, duties and obligations of a Revolving Lender under this Agreement and the other Loan DocumentsAdministrative Agent.

Additional Revolving Commitments. Upon Holding’s written notice to the Administrative Agent, on any the Subsequent Effective Date one or more Additional Lenders may, in their sole and absolute discretion, may provide additional Revolving Commitments in an amount in excess of $50,000,000, provided that the aggregate amount of such additional Revolving Commitments shall not to exceed the difference of (A) $250,000,000 50,000,000 minus (B) the total of (x) the amount (if any) by which the Aggregate Revolving Term B Commitment has been is being increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(d) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b2.01(c) (each such additional commitment, an the “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Commitment and L/C Commitment). Any Additional Lender Lenders not already party to this Agreement shall become a party parties to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender Lenders for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01(b) 2.01 hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment as a party to this Agreement together with such Additional Lender’s respective Revolving Commitment and Revolving Revoling Proportionate Share, (ii) Schedule 2.01(b) 2.01 hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definition definitions of “Aggregate Revolving Commitment” and “Aggregate Commitment” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, Administrative Agent shall calculate the amount Revolving Proportionate Share of Revolving Loans then outstanding and held by each Revolving Lender and each Additional Lender holding an Additional Revolving Commitment in each Revolving Loan, L/C Obligation and Swingline Loan then outstanding. Based upon such calculation, each Additional Lender holding an Additional Revolving Commitment shall be adjusted to reflect purchase from the changes in other Revolving Lenders such portion of the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Aggregate Revolving Loans, or participations in L/C Obligations or and Swingline Loans, then Loans outstanding and whose Revolving Proportionate Share has been decreased on immediately prior to the Subsequent Effective Date shall be deemed as Administrative Agent determines is necessary to have assigned on the Subsequent Effective Date to cause each Revolving Lender increasing its to hold Revolving Loans, L/C Obligations and Swingline Loans in a principal amount equal to such Revolving Lender’s Revolving Proportionate Share on the Subsequent Effective Date such portion of such Revolving Loans and participations Table of Contents as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Acceptance in respect of the Revolving Loans and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed amounts to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative AgentLoan Borrowings. On and after each the Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all outstanding Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed an amount equal to the lesser of (1) the combined Revolving Commitments (inclusive of the Additional Revolving Commitments) of the Revolving LendersLenders and (2) the Borrowing Base; and (ii) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitment, if any). On and after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment shall be a Revolving Lender under this Agreement and the other Loan Documents for all purposes with a Revolving Commitment Commitments and a Revolving Proportionate Share Shares as set forth on Schedule 2.01(b), as deemed amended 2.01 attached hereto in clause (i) abovean aggregate amount not to exceed the Aggregate Revolving Commitment, with the rights, duties and obligations of such a Revolving Lender under this Agreement and the other Loan Documents.

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

Additional Revolving Commitments. Upon Holding’s written notice to the Administrative Agent, on any Subsequent Effective Date one or more Additional Lenders may, in their sole and absolute discretion, provide additional Revolving Commitments in an amount in excess of $50,000,00025,000,000, provided that the aggregate amount of such additional Revolving Commitments shall not exceed the difference of (A) $250,000,000 150,000,000 minus (B) the total of (x) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(f) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term A Loans has been increased on all Subsequent Effective Dates that shall have occurred either prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(d) plus (yz) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b2.01(e) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Commitment and L/C Commitment). Any Additional Lender not already party to this Agreement shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01(b2.01(c) hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment together with such Additional Lender’s respective Revolving Commitment and Revolving Proportionate Share, (ii) Schedule 2.01(b2.01(c) hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definition of “Aggregate Revolving Commitment” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and held by each Revolving Lender shall be adjusted to reflect the changes in the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swingline Swing Line Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed to have assigned on the Subsequent Effective Date Date, without recourse, to each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date such portion of such Revolving Loans and participations Table of Contents as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Acceptance in respect of the Revolving Loans and participations so assigned)adjustment. Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed amounts to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. On and after each Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed the combined Revolving Commitments (inclusive of the Additional Revolving Commitments) of the Revolving Lenders; and (ii) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitment, if any). On and after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment shall be a Revolving Lender under this Agreement and the other Loan Documents for all purposes with a Revolving Commitment and a Revolving Proportionate Share as set forth on Schedule 2.01(b2.01(c), as deemed amended in clause (i) above, with the rights, duties and obligations of a Revolving Lender under this Agreement and the other Loan Documents.

Additional Revolving Commitments. Upon HoldingSubject to the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender, the Parent Borrower may request that the existing US$ Revolving Lenders increase their respective US$ Revolving Commitments and/or that additional Lenders be added to this Agreement until such time as the aggregate US$ Revolving Commitments are equal to $300,000,000. Each existing US$ Revolving Lender shall have the right (but not the obligation) to increase its US$ Revolving Commitment based on its US$ Revolving Commitment Percentage (with a pro rata right of overallotment extended to the existing Revolving Lenders) on the same terms and conditions being offered to any additional US$ Revolving Lenders. Schedule 2.04 shall be automatically amended to reflect any existing US$ Revolving Lender’s written notice increased US$ Revolving Commitment. By its signature of a counterpart hereof (and subsequent to its delivery of a completed Administrative Questionnaire to the Administrative Agent, on any Subsequent Effective Date one or more Additional Lenders may, in their sole and absolute discretion, provide additional Revolving Commitments in an amount in excess of $50,000,000, provided that the aggregate amount of such additional Revolving Commitments shall not exceed the difference of (A) $250,000,000 minus (B) the total of (x) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(d) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Commitment and L/C Commitment). Any Additional Lender not already party to this Agreement shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01(b) hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment together with such Additional Lender’s respective Revolving Commitment and Revolving Proportionate Share, (ii) Schedule 2.01(b) hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definition of “Aggregate Revolving Commitment” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and held by each additional US$ Revolving Lender shall be adjusted a “US$ Revolving Lender” for all purposes hereunder and Schedule 2.04 shall be automatically amended to reflect the changes in the such additional US$ Revolving Lenders’ Lender’s US$ Revolving Proportionate SharesCommitment. Upon increasing its US$ Revolving Commitment or becoming a “US$ Revolving Lender” hereunder, subject to Section 4.04. Each each US$ Revolving Lender having shall automatically be responsible for its US$ Revolving Loans, or participations in L/C Obligations or Swingline Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed to have assigned on the Subsequent Effective Date to each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date such portion of such Revolving Loans and participations Table of Contents as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Acceptance in respect Commitment Percentage of the US Revolving Loans Credit Exposure and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed amounts pay to the Administrative Agent for the account its US$ Revolving Commitment Percentage of the assigning US$ Revolving Lender Loans which shall then be applied to prepay amounts outstanding to the other US$ Revolving Lenders in accordance with the provisions hereof in the amount notified Section 2.12 and subject to such increasing Revolving Lender by the Administrative Agent. On and after each Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed the combined Revolving Commitments (inclusive compensation of the Additional Revolving Commitments) of the Revolving Lenders; and (ii) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitment, if any). On and after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment shall be a Revolving Lender under this Agreement and the other Loan Documents for all purposes with a Revolving Commitment and a Revolving Proportionate Share as set forth on Schedule 2.01(b), as deemed amended in clause (i) above, with the rights, duties and obligations of a Revolving Lender under this Agreement and the other Loan DocumentsLenders pursuant to Section 2.18.

Additional Revolving Commitments. Upon Holding’s written notice The Borrower may request, in minimum amounts of $5,000,000, at any time and from time to time that the existing Revolving Lenders increase their respective Revolving Commitments and/or that additional Lenders be added to this Agreement as Revolving Lenders with Revolving Commitments until such time as the Total Revolving Commitments are equal to $100,000,000; provided, that (i) at the time of the relevant request, no Default or Event of Default shall have occurred and be continuing and that the representations and warranties of the Borrower shall continue to be accurate in all material respects, and (ii) any such additional Lender shall be approved by the Administrative Agent, Issuing Lenders and Swingline Lender (such approval not to be unreasonably withheld or delayed). Each existing Revolving Lender shall have the right (but not the obligation) to increase its Revolving Commitment based on its Revolving Percentage (with a pro rata right of overallotment extended to the existing Revolving Lenders) on the same terms and conditions being offered to any additional Revolving Lenders. By its signature of a confirmation of its increased or additional Revolving Commitment in a form satisfactory to the Borrower and the Administrative Agent (and subsequent to its delivery of a completed or revised Administrative Questionnaire to the Administrative Agent), on any Subsequent Effective Date one each increasing or more Additional Lenders may, in their sole and absolute discretion, provide additional Revolving Commitments in an amount in excess of $50,000,000Lender shall be a “Revolving Lender” for all purposes hereunder with its increased or additional Revolving Commitment, provided that the aggregate amount of and Schedule 1.1(a) shall be automatically amended to reflect any such additional Revolving Commitments shall not exceed the difference of (A) $250,000,000 minus (B) the total of (x) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(d) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Commitment and L/C Commitment). Any Additional Lender not already party to this Agreement shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01(b) hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment together with such Additional Lender’s respective new Revolving Commitment and any such increasing Revolving Proportionate Share, (ii) Schedule 2.01(b) hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definition of “Aggregate Lender’s new Revolving Commitment. Upon increasing its Revolving Commitment or becoming a “Revolving Lender” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective Date. To effect the foregoinghereunder, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and held by each Revolving Lender shall automatically be adjusted to reflect the changes in the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swingline Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed to have assigned on the Subsequent Effective Date to each Revolving Lender increasing responsible for its Revolving Proportionate Share on Percentage of the Subsequent Effective Date such portion of such Aggregate Exposure and shall pay to the Administrative Agent its Revolving Loans and participations Table of Contents as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Acceptance in respect Percentage of the Revolving Loans and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on (with interest rates applicable thereto as are agreed with the Subsequent Effective Date Borrowers) which shall (i) then be deemed applied to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed prepay amounts outstanding to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. On and after each Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed the combined Revolving Commitments (inclusive of the Additional Revolving Commitments) of the other Revolving Lenders; and (ii) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitment, if any). On and after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment shall be a Revolving Lender under this Agreement and the other Loan Documents for all purposes with a Revolving Commitment and a Revolving Proportionate Share as set forth on Schedule 2.01(b), as deemed amended in clause (i) above, with the rights, duties and obligations of a Revolving Lender under this Agreement and the other Loan Documents.

Additional Revolving Commitments. At any time during the Commitment Period, if no Default or Event of Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Revolving Commitments, by agreeing with one or more existing Lenders that such Lenders’ Revolving Commitments shall be increased (each such Lender agreeing to increase its Revolving Commitment is hereinafter referred to as an “Increasing Lender”). If the Increasing Lender(s) shall have agreed to increase their respective Revolving Commitments by an aggregate amount less than the increase requested by the Company in accordance with this clause (d), the Company may arrange for one or more banks or other entities, in each case acceptable to the Administrative Agent (each such bank or entity is hereinafter referred to as an “Augmenting Lender”) to commit to making Revolving Loans pursuant to a Revolving Commitment hereunder in an amount no less than $15,000,000. Upon Holding’s written notice execution and delivery by the Company and each such Increasing Lender and/or Augmenting Lender of an instrument of assumption and such other documentation reasonably requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, on any Subsequent Effective Date one or more Additional Lenders may, in their sole and absolute discretion, provide additional each such Increasing Lender and/or Augmenting Lender shall have a Revolving Commitments in an amount in excess of $50,000,000, Commitment as therein set forth; provided that (i) such increase may only occur once, on a single date, (ii) the Company shall provide prompt notice of such increase to the Administrative Agent not less than 30 days prior to the proposed increase date, which shall promptly notify the other Lenders, (iii) the aggregate amount of all such additional Revolving Commitments increases made pursuant to this clause (d) shall not exceed the difference of $100,000,000, and (A) $250,000,000 minus (Biv) the total of (x) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(d) plus (y) the amount (if any) by which the aggregate outstanding principal amount sum of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Commitment and L/C Commitment). Any Additional Lender not already party to this Agreement shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01(b) hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment together with such Additional Lender’s respective Total Revolving Commitment and Revolving Proportionate Share, (ii) Schedule 2.01(b) hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definition of “Aggregate Revolving Total Canadian Commitment” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and held by each Revolving Lender shall be adjusted to reflect the changes in the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swingline Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed to have assigned on the Subsequent Effective Date to each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date such portion of such Revolving Loans and participations Table of Contents as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Acceptance in respect of the Revolving Loans and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed amounts to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. On and after each Subsequent Effective Date, after giving effect to such increase, shall at no time exceed $575,000,000. Upon any Borrowing increase in the aggregate amount of the Revolving LoansCommitments pursuant to this clause (d), (i) within five Business Days in the Effective Amount case of all Revolving Loans that are Base Rate Loans outstanding, and Swingline Loans and at the Effective Amount end of the then current Interest Period with respect thereto in the case of all L/C Obligations Eurodollar Loans then outstanding, the Company shall not exceed prepay such Loans in their entirety, and, to the combined extent the Company elects to do so and subject to the conditions specified in Section 7, the Company shall reborrow Revolving Loans from the Lenders in proportion to their respective Revolving Commitments (inclusive of the Additional Revolving Commitments) of the Revolving Lenders; and (ii) the Effective Amount of the after giving effect to such increase, until such time as all outstanding Revolving Loans of any Revolving Lender plus are held by the participation of Lenders in such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitment, if any). On and after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment shall be a Revolving Lender under this Agreement and the other Loan Documents for all purposes with a Revolving Commitment and a Revolving Proportionate Share as set forth on Schedule 2.01(b), as deemed amended in clause (i) above, with the rights, duties and obligations of a Revolving Lender under this Agreement and the other Loan Documentsproportion.

Additional Revolving Commitments. Upon Holding’s written notice to On the Administrative Agent, on any Subsequent Effective Date one or more Additional Lenders may, in their sole and absolute discretion, provide additional Revolving Commitments in an amount in excess of $50,000,000, provided that the aggregate amount of such additional Revolving Commitments shall not exceed the difference of (A) $250,000,000 minus (B) the total of (x) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(d) plus (y) the amount (if any) by which the aggregate outstanding principal amount upon effectiveness of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Commitment and L/C Commitment). Any Additional Lender not already party to this Agreement shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01(b) hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment together with such Additional Lender’s respective Revolving Commitment and Revolving Proportionate Share, (ii) Schedule 2.01(b) hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definition of “Aggregate Revolving Commitment” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and held by each Revolving Lender shall be adjusted to reflect the changes in the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swingline Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed to have assigned on the Subsequent Effective Date to each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date such portion of such Revolving Loans and participations Table of Contents as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions amendments set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Acceptance in respect of the Revolving Loans and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed amounts to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. On and after each Subsequent Effective Date, after giving effect to any Borrowing of Revolving LoansArticle 2, (i) the Effective Amount Revolving Commitment of all Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed the combined Revolving Commitments (inclusive of the each Additional Revolving Commitments) of the Lender that has an Existing Revolving Lenders; Commitment shall be automatically and without further action increased by an amount equal to such Additional Revolving Lender’s Additional Revolving Commitment and (ii) the Effective Amount of the Revolving Loans of any each Additional Revolving Lender plus the participation of such that does not have an Existing Revolving Commitment shall automatically and without further action be deemed to be a party to, and a Revolving Lender under, the Amended and Restated Credit Agreement with a new Revolving Commitment in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed an amount equal to such Revolving Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitment. Immediately after giving effect to the increase in the Revolving Commitments on the Effective Date (as contemplated by the immediately preceding sentence), if any). On and after the Subsequent Effective DateRevolving Commitments of each Lender whose Revolving Commitments exceed the amount set forth opposite its name on Schedule 3.4 (each, each Additional Lender holding an Additional Revolving Commitment “Assigning Lender”) shall be a automatically assigned to Lenders whose Revolving Lender under this Agreement and Commitments are less than the other Loan Documents for all purposes with a Revolving Commitment and a Revolving Proportionate Share as amount set forth opposite their names on Schedule 2.01(b)3.4 (each, as deemed amended an “Assuming Lender”) and each Assuming Lender shall automatically have assumed Revolving Commitments from the Assigning Lenders, in clause (i) aboveeach case, with in an amount sufficient so that the rights, duties and obligations Revolving Commitments of a Revolving each Lender under this Agreement and is equal to the other Loan Documentsamount set forth opposite its name on Schedule 3.4.

Additional Revolving Commitments. Upon Holding’s 's written notice to the Administrative Agent, on any the Subsequent Effective Date one or more Additional Lenders may, in their sole and absolute discretion, Banks may provide additional Revolving Commitments in an amount in excess of $50,000,000, provided that the aggregate amount of such additional Revolving Commitments shall not to exceed the difference of (A) $250,000,000 minus (B) the total of (x) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(d) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b) 11,083,333.33 (each such additional commitment, an “the "Additional Revolving Commitment”"), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Commitment and L/C Commitment). Any Additional Lender not already party to this Agreement Banks shall become a party parties to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender Banks for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01(b) 2.01 hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment Banks party to this Agreement together with such Additional Lender’s Bank's respective Revolving Commitment and Revolving Proportionate Pro Rate Share, (ii) Schedule 2.01(b) 2.01 hereto shall be deemed to have been amended to adjust the Revolving Proportionate Pro Rata Share of all other Revolving Lenders Banks party hereto, and (iii) the definition definitions of “"Aggregate Revolving Commitment” " and "Aggregate Commitment" shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders Banks on the relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, Agent shall calculate the amount Pro Rata Share of each Bank and each Additional Bank in each Revolving Loan then outstanding. Based upon such calculation, each Additional Bank shall purchase from the other Banks such portion of the Aggregate Revolving Loans then outstanding and held by each Revolving Lender shall be adjusted immediately prior to reflect the changes in the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swingline Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed as Agent determines is necessary to have assigned on the Subsequent Effective Date cause each Bank to each hold Revolving Lender increasing its Revolving Proportionate Loans in a principal amount equal to such Bank's Pro Rata Share on the Subsequent Effective Date such portion of such Revolving Loans and participations Table of Contents as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Acceptance in respect of the Revolving Loans and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed amounts to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative AgentLoan Borrowings. On and after each the Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all outstanding Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed an amount equal to the lesser of (1) the combined Revolving Commitments (inclusive of the Additional Revolving CommitmentsBanks and (2) of the Revolving LendersBorrowing Base; and (ii) the Effective Amount of the Revolving Loans of any Revolving Lender Bank plus the participation of such Revolving Lender Bank in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment (inclusive of its Additional Bank's Revolving Commitment, if any). On and after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment Bank shall be a Revolving Lender Bank under this Agreement and the other Loan Documents for all purposes with a Revolving Commitment Commitments and a Revolving Proportionate Share Pro Rata Shares as set forth on Schedule 2.01(b), as deemed amended 2.01 attached hereto in clause (i) abovean aggregate amount not to exceed the Aggregate Revolving Commitment, with the rights, duties and obligations of such a Revolving Lender Bank under this Agreement and the other Loan Documents.

Additional Revolving Commitments. Upon Holding’s written notice Subject to the consent of the -------------------------------- Administrative Agent, on the Issuing Lender and the Swingline Lender, Aeroflex may request at any Subsequent Effective Date one or more Additional time and from time to time that the existing Revolving Lenders may, in increase their sole and absolute discretion, provide additional respective Revolving Commitments in an amount in excess of $50,000,000, provided and/or that additional Lenders be added to this Agreement until such time as the aggregate amount of such additional Total Revolving Commitments shall not exceed the difference of are equal to $150,000,000; provided, that (A) $250,000,000 minus (B) the total of (xi) the amount (if any) by which the Aggregate of any Lender's increase in its Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(d) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(b) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of Credit (subject to the Swingline Commitment and L/C Commitment). Any Additional Lender not already party to this Agreement shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01(b) hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment together with such Additional Lender’s respective Revolving Commitment and Revolving Proportionate Shareat least $5,000,000, (ii) Schedule 2.01(b) hereto at the time of the relevant request, that no Default or Event of Default shall have occurred and be deemed to have been amended to adjust continuing or shall result from the Revolving Proportionate Share of all other Revolving Lenders party hereto, proposed increase and (iii) the definition representations and warranties of “Aggregate Aeroflex shall continue to be accurate in all material respects. The Borrowers shall (x) first, offer the existing Lenders the opportunity to participate in a pro rata increase of their respective Revolving Commitments and (y) second, offer one or more additional banks, financial institutions or other entities (approved by the Administrative Agent, such approval not to be unreasonably withheld) the opportunity to participate in all or a portion of such proposed increase. Schedule 1.1(b) shall be automatically amended to reflect any existing Revolving Lender's increased Revolving Commitment” . By its signature of a confirmation of its increased or additional Revolving Commitment in a form satisfactory to Aeroflex and the Administrative Agent (and subsequent to its delivery of a completed or revised Administrative Questionnaire to the Administrative Agent), each increasing or additional Revolving Lender shall be deemed to have been a "Revolving Lender" for all purposes hereunder with its increased or additional Revolving Commitment and Schedule 1.1(b) shall be automatically amended to include the Additional reflect such increasing or additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective DateLender's new Revolving Commitment. To effect the foregoingUpon increasing its Revolving Commitment or becoming a "Revolving Lender" hereunder, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and held by each Revolving Lender shall automatically be adjusted to reflect the changes in the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swingline Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed to have assigned on the Subsequent Effective Date to each Revolving Lender increasing responsible for its Revolving Proportionate Share Percentage of the Aggregate Exposure and, on the Subsequent Effective Date such portion of such Revolving Loans and participations Table of Contents one or more dates as shall be necessary to effectuate such adjustment (such assignment to be deemed made upon the terms and conditions set forth in an Assignment appropriate notice given by the Administrative Agent to each of the existing and Assumption in new or increasing Revolving Lenders (which date or dates may be the form attached hereto as Exhibit E as if such assignor and such assignee(s) last day or days of the current Interest Periods), shall have entered into such Assignment and Acceptance in respect pay to the Administrative Agent its Revolving Percentage of the Revolving Loans and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on or certain of them (with interest rates applicable thereto as are agreed with the Subsequent Effective Date Borrowers) which shall (i) then be deemed applied to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed prepay amounts outstanding to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. On and after each Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed the combined Revolving Commitments (inclusive of the Additional Revolving Commitments) of the other Revolving Lenders; and (ii) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitment, if any). On and after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment shall be a Revolving Lender under this Agreement and the other Loan Documents for all purposes with a Revolving Commitment and a Revolving Proportionate Share as set forth on Schedule 2.01(b), as deemed amended in clause (i) above, with the rights, duties and obligations of a Revolving Lender under this Agreement and the other Loan Documents.

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