Common use of Additional Revolving Commitments Clause in Contracts

Additional Revolving Commitments. The Company may, by written notice to the Revolver Agent (whereupon the Revolver Agent shall promptly deliver a copy of such notice to the other Agent and the Lenders) from time to time but on no more than five (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Persons, each of which must be (i) an existing Revolving Lender, (ii) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions of any additional Revolving Commitments and Revolving Loans made under such additional Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectively.

Additional Revolving Commitments. The Company Borrower may, by at any time and from time to time, upon prior written notice by the Borrower to the Revolver Administrative Agent increase the Aggregate Revolving Commitments (whereupon but not the Revolver Agent shall promptly deliver Swing Line Sublimit) by a copy maximum aggregate amount of such notice up to FIFTY MILLION DOLLARS ($50,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and acceptable to the other Administrative Agent and the Lenders) from time to time but on no more than five Swing Line Lender; provided that: (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Persons, each of which must be (i) an existing Revolving Lender, (iia) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which such increase shall be in minimum increments of $1,000,000 and a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof; (b) no Default or Event of Default shall exist and be continuing at the time of any such lesser amount equal increase or would result from any Borrowing on the day of such increase; (c) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the remaining Maximum Incremental AmountAdministrative Agent; (e) and (y) any existing Lender or any new Lender providing a portion of the date on which such additional increase in Revolving Commitments are requested shall be reasonably acceptable to become effective the Administrative Agent and the Swing Line Lender; and (which f) as a condition precedent to such increase, the Borrower shall not be less than ten deliver to the Administrative Agent (10A) Business Days (or such shorter period a certificate of the Borrower dated as agreed to by the Revolver Agent) nor more than sixty (60) days after of the date of such noticeincrease (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) legal opinions and other documents reasonably requested by the Administrative Agent. The Company Borrower shall prepay any Loans owing by it and each Person providing an outstanding on the date of any such increase (and pay any additional Revolving Commitment shall execute and deliver amounts required pursuant to Section 3.05) to the Revolver Agent an incremental joinder in substantially extent necessary to keep the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions of outstanding Loans ratable with any additional revised Revolving Commitments and Revolving Loans made under such additional arising from any nonratable increase in the Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyunder this Section.

Additional Revolving Commitments. The Company Eversource may, by at any time and from time to time, upon prior written notice by Eversource to the Revolver Administrative Agent increase the Aggregate Revolving Commitments (whereupon but not the Revolver Agent shall promptly deliver Swing Line Sublimit) by a copy maximum aggregate amount of such notice up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the other Administrative Agent and the Lenders) from time to time but on no more than five Swing Line Lender; provided that: (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Persons, each of which must be (i) an existing Revolving Lender, (iia) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which such increase shall be in minimum increments of $1,000,000 and a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof; (b) no Default or Event of Default shall exist and be continuing at the time of any such lesser amount equal increase or would result from any Borrowing on the day of such increase; (c) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the remaining Maximum Incremental AmountAdministrative Agent; (e) and (y) any existing Lender or any new Lender providing a portion of the date on which such additional increase in Revolving Commitments are requested shall be reasonably acceptable to become effective the Administrative Agent and the Swing Line Lender; and (which f) as a condition precedent to such increase, Eversource shall not be less than ten deliver to the Administrative Agent (10A) Business Days (or such shorter period a certificate of each Borrower dated as agreed to by the Revolver Agent) nor more than sixty (60) days after of the date of such notice). The Company increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (1) certifying and each Person providing an additional Revolving Commitment shall execute attaching the resolutions adopted by such Borrower approving or consenting to such increase, and deliver (2) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the Revolver Agent extent that such representations and warranties specifically refer to an incremental joinder earlier date, in substantially which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the form of Exhibit A-6 representations and warranties contained in subsections (each, an “Incremental Joinder”a) and such (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) legal opinions and other documentation as documents reasonably requested by the Revolver Agent Administrative Agent. Each Borrower shall reasonably specify to evidence prepay any Loans owing by it and outstanding on the additional Revolving Commitment of each such Person. The terms and provisions date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments and Revolving Loans made under such additional arising from any nonratable increase in the Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyunder this Section.

Additional Revolving Commitments. The Company Eversource may, by written notice to the Revolver Agent (whereupon the Revolver Agent shall promptly deliver a copy of such notice to the other Agent at any time and the Lenders) from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii), upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but on no more than five not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars (5$100,000,000) occasions, request with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that: (a) any such increase shall be in an a minimum principal amount not of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof; (b) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase; (c) no existing Lender shall be under any obligation to exceed increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (d) any new Lender shall join this Agreement by executing such joinder documents required by the Maximum Incremental Amount from one Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (e) any existing Lender or more Personsany new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and (f) as a condition precedent to such increase, each of which must be Eversource shall deliver to the Administrative Agent: (i) an existing Revolving Lendera certificate of each Borrower, (ii) any Affiliate or Approved Fund dated as of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such noticeincrease (in sufficient copies for each Lender). The Company , executed by a Responsible Officer of the applicable Borrower, (A) certifying and each Person providing an additional Revolving Commitment shall execute attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and deliver (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the Revolver Agent extent that such representations and warranties specifically refer to an incremental joinder earlier date, in substantially which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the form of Exhibit A-6 (each, an “Incremental Joinder”representations and warranties contained in Section 6.05(a) and such Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documentation as documents reasonably requested by the Revolver Agent shall reasonably specify to evidence Administrative Agent; and (iii) (A) upon the additional Revolving Commitment of each such Person. The terms and provisions reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments and Revolving Loans made under such additional arising from any non-ratable increase in the Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyunder this Section 2.15.

Additional Revolving Commitments. The Company may(a) On one or more occasions, by written notice to the Revolver Agent (whereupon Administrative Agent, during the Revolver Agent Revolving Availability Period, the Borrower may request the establishment of Additional Revolving Commitments; provided that the aggregate amount of all the Additional Revolving Commitments established hereunder shall promptly deliver a copy of not exceed $100,000,000. Each such notice to the other Agent and the Lenders) from time to time but on no more than five (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Persons, each of which must be shall specify (i) an existing Revolving Lender, (ii) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional the Borrower proposes that the Additional Revolving Commitments are requested to become effective (shall be effective, which shall be a date not be less than ten (10) 10 Business Days (or such shorter period as may be agreed to by the Revolver Administrative Agent) nor more than sixty (60) days after the date of on which such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver notice is delivered to the Revolver Agent an incremental joinder Administrative Agent; and (ii) the amount of the Additional Revolving Commitments being requested, which shall be in substantially the form a minimum amount of Exhibit A-6 $10,000,000. (each, an “Incremental Joinder”b) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions conditions of any additional Additional Revolving Commitments Commitment and Revolving Loans other extensions of credit to be made under such additional Revolving Commitments thereunder shall be identical to those of the existing Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans. (c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving LoansCommitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, respectivelyboth immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (vi) after giving effect to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).

Additional Revolving Commitments. The Company may1.1. Each Commitment Increase Lender hereby acknowledges and agrees that it hereby provides an increase to its Revolving Commitment or a new Revolving Commitment, by written notice as the case may be, in the amount set forth opposite such Commitment Increase Lender’s name on Schedule A to this Amendment and each party hereto acknowledges and agrees that, after giving effect to the Revolver Agent terms and provisions of this Amendment, including, without limitation, the proposed Commitment Increase, the Commitments of each Lender shall be as set forth on Schedule A to this Amendment. 1.2. Each Commitment Increase Lender: (whereupon the Revolver Agent shall promptly deliver a) confirms that it has received a copy of such notice to the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes Administrative Agent and Collateral Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and the LendersCollateral Agents, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) from time solely with respect to time but on no more than five (5) occasionseach Commitment Increase Lender providing a new Revolving Commitment hereunder, request additional Revolving Commitments in an amount not to exceed acknowledges and agrees that upon its execution of this Amendment such Commitment Increase Lender shall automatically and without further action become a “Lender” under, and for all purposes of, the Maximum Incremental Amount from one or more PersonsCredit Agreement and the other Loan Documents, each of which must be (i) an existing Revolving Lender, (ii) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 subject to and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to bound by the Revolver Agent) nor more than sixty (60) days after terms thereof, and shall perform all the date obligations of such notice)and shall have all rights of a Lender thereunder. 1.3. The Company and each Person providing an additional Each Commitment Increase Lender hereby agrees to make its new Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (eachor increased Revolving Commitment, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence case may be, on the additional Revolving Commitment of each such Person. following terms and conditions: (a) The terms and provisions of any additional Revolving Commitments and Revolving Loans made under such additional Revolving Commitments provided in connection with the Commitment Increase shall be identical to those of the existing Revolving Commitments and Revolving LoansLoans under the Credit Agreement as in effect immediately prior to giving effect to this Amendment. (b) Except as expressly set forth in this Amendment, respectivelythe increased Revolving Commitments and the Revolving Loans made thereunder, shall be subject to the provisions of the Credit Agreement and the other Loan Documents.

Additional Revolving Commitments. The Company NU may, by at any time and from time to time, upon prior written notice by NU to the Revolver Administrative Agent increase the Aggregate Revolving Commitments (whereupon but not the Revolver Agent shall promptly deliver Swing Line Sublimit) by a copy maximum aggregate amount of such notice up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by NU and acceptable to the other Administrative Agent and the Lenders) from time to time but on no more than five Swing Line Lender; provided that: (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Persons, each of which must be (i) an existing Revolving Lender, (iia) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which such increase shall be in minimum increments of $1,000,000 and a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof; (b) no Default or Event of Default shall exist and be continuing at the time of any such lesser amount equal increase or would result from any Borrowing on the day of such increase; (c) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the remaining Maximum Incremental AmountAdministrative Agent; (e) and (y) any existing Lender or any new Lender providing a portion of the date on which such additional increase in Revolving Commitments are requested shall be reasonably acceptable to become effective the Administrative Agent and the Swing Line Lender; and (which f) as a condition precedent to such increase, NU shall not be less than ten deliver to the Administrative Agent (10A) Business Days (or such shorter period a certificate of each Borrower dated as agreed to by the Revolver Agent) nor more than sixty (60) days after of the date of such notice). The Company increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (1) certifying and each Person providing an additional Revolving Commitment shall execute attaching the resolutions adopted by such Borrower approving or consenting to such increase, and deliver (2) in the case of NU, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the Revolver Agent extent that such representations and warranties specifically refer to an incremental joinder earlier date, in substantially which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the form of Exhibit A-6 representations and warranties contained in subsections (each, an “Incremental Joinder”a) and such (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) legal opinions and other documentation as documents reasonably requested by the Revolver Agent Administrative Agent. Each Borrower shall reasonably specify to evidence prepay any Loans owing by it and outstanding on the additional Revolving Commitment of each such Person. The terms and provisions date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments and Revolving Loans made under such additional arising from any nonratable increase in the Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyunder this Section.

Additional Revolving Commitments. The Company Eversource may, by at any time and from time to time, upon prior written notice by Eversource to the Revolver Agent Administrative Agent, increase the Aggregate Revolving Commitments (whereupon but not the Revolver Agent shall promptly deliver Swing Line Sublimit or any Borrower Sublimit) by a copy maximum aggregate amount of such notice up to Two-Hundred Fifty Million Dollars ($250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new 147741843_5 Revolving Commitments from any other Person selected by Eversource and acceptable to the other Administrative Agent and the LendersSwing Line Lender (or a combination of the foregoing); provided, that: (a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof; (b) no Default or Event of Default with respect to any Borrower shall exist and be continuing at the time of any such increase, or would result from time any Borrowing on the day of any such increase; (c) no existing Lender shall be under any obligation to time but on no more than five increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (5d) occasions, request additional any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments in an amount not shall be reasonably acceptable to exceed the Maximum Incremental Amount from one or more Persons, each of which must be the Administrative Agent and the Swing Line Lender; and (f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) an existing Revolving Lendera certificate of each Borrower, (ii) any Affiliate or Approved Fund dated as of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such noticeincrease (in sufficient copies for each Lender). The Company , executed by a Responsible Officer of the applicable Borrower, (A) certifying and each Person providing an additional Revolving Commitment shall execute attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and deliver (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the Revolver Agent extent that such representations and warranties specifically refer to an incremental joinder earlier date, in substantially which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the form of Exhibit A-6 (each, an “Incremental Joinder”representations and warranties contained in Section 6.05(a) and such Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documentation as documents reasonably requested by the Revolver Agent shall reasonably specify to evidence Administrative Agent; and (iii) (A) upon the additional Revolving Commitment of each such Person. The terms and provisions reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments and Revolving Loans made under such additional arising from any non-ratable increase in the Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyunder this Section 2.15.

Additional Revolving Commitments. The Company Borrower may, by at any time and from time to time, upon prior written notice by the Borrower to the Revolver Administrative Agent increase the Aggregate Revolving Commitments (whereupon but not the Revolver Agent shall promptly deliver Swing Line Sublimit) by a copy maximum aggregate amount of such notice up to FIFTY MILLION DOLLARS ($50,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and acceptable to the other Administrative Agent and the Lenders) from time to time but on no more than five Swing Line Lender; provided that: (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Persons, each of which must be (i) an existing Revolving Lender, (iia) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which such increase shall be in minimum increments of $1,000,000 and a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof; (b) no Default or Event of Default shall exist and be continuing at the time of any such lesser amount equal increase or would result from any Borrowing on the day of such increase; (c) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the remaining Maximum Incremental AmountAdministrative Agent; (e) and (y) any existing Lender or any new Lender providing a portion of the date on which such additional increase in Revolving Commitments are requested shall be reasonably acceptable to become effective the Administrative Agent and the Swing Line Lender; and (which f) as a condition precedent to such increase, the Borrower shall not be less than ten deliver to the Administrative Agent (10A) Business Days (or such shorter period a certificate of the Borrower dated as agreed to by the Revolver Agent) nor more than sixty (60) days after of the date of such noticeincrease (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) legal opinions and other documents reasonably requested by the Administrative Agent. The Company Borrower shall prepay any Loans owing by it and each Person providing an outstanding on the date of any such increase (and pay any additional Revolving Commitment shall execute and deliver amounts required pursuant to Section 3.05) to the Revolver Agent an incremental joinder in substantially extent necessary to keep the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions of outstanding Loans ratable with any additional revised Revolving Commitments and Revolving Loans made under such additional arising from any nonratable increase in the Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loansunder this Section. ARTICLE III TAXES, respectively.YIELD PROTECTION AND ILLEGALITY

Additional Revolving Commitments. The Company may, by written notice (a) Subject to the Revolver Agent (whereupon terms and conditions set forth herein and in the Revolver Agent shall promptly deliver a copy of such notice to the other Agent and the Lenders) from time to time but on no more than five (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more PersonsExisting Credit Agreement, each of which must be (i) an existing Revolving Lender, (ii) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions JPMorgan and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 MUFG (each, an “Incremental JoinderAdditional Revolving Commitment Lender”) and agrees to increase its Revolving Commitment pursuant to Section 2.20 of the Existing Credit Agreement on the Supplement Effective Date (as defined below) in an amount equal to the “Additional Revolving Commitment” set forth opposite each such other documentation Additional Revolving Commitment Lender’s name on Exhibit A to this Supplement (each such increased Revolving Commitment, an “Additional Revolving Commitment”). (b) On the Supplement Effective Date, (i) each Additional Revolving Commitment Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Revolver Administrative Agent shall reasonably specify determine, for the benefit of the other Lenders, as being required in order to evidence cause, after giving effect to the additional Revolving Commitment of each such Person. The terms and provisions of any additional Additional Revolving Commitments and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans made under of all the Lenders to equal its revised Applicable Percentage of such additional Revolving Commitments shall be identical to those of the existing Revolving Commitments and outstanding Revolving Loans, respectivelyand the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans and participations in Letters of Credit and Swingline Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Company shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the Supplement Effective Date (it being understood and agreed that this Supplement shall constitute compliance with the notice requirement set forth in Section 2.20 of the Existing Credit Agreement). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount deemed to have been repaid as described in the immediately preceding sentence and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Company pursuant to the provisions of Section 2.16 of the Existing Credit Agreement if the deemed payment occurs other than on the last day of the related Interest Periods.

Additional Revolving Commitments. The Company may(a) So long as no Default or Event of Default then exists or would result therefrom, by 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 Revolver Administrative Agent (whereupon the Revolver Agent which shall promptly deliver a copy notify each of such notice the Lenders), to request on 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 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 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 Agent 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 $5,000,000 and in integral multiples of $5,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Commitments permitted to be provided pursuant to this Section 2.14 shall not exceed $50,000,000, (vi) the fees payable to any Lender (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Lender) providing an Additional Revolving Commitment shall be 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) from time to time but provide Additional Revolving Commitments pursuant to this Section 2.14 on no more than five (5) occasionsthe terms to be applicable thereto, request additional the Borrower has not received Additional Revolving Commitments in an aggregate amount not equal to exceed that amount of the Maximum Incremental Amount 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 PersonsPersons which would qualify as Eligible Transferees hereunder in 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, each 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 (for such Eligible Transferee) of which must 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 Administrative Agent. (b) At the time of any provision of Additional Revolving Commitments pursuant to this Section 2.14, (i) an existing Revolving Lenderthe Borrower, (ii) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Administrative Agent and each LC Issuer. Such notice shall set forth Lender or other Eligible Transferee (xeach, an "Additional RL Lender") the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal agrees to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing provide an additional Additional Revolving Commitment shall execute and deliver to the Revolver Administrative Agent an incremental joinder Additional Revolving Commitment Agreement substantially in substantially the form of Exhibit A-6 P (eachappropriately completed), 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 RL Lender's Additional Revolving Commitment to occur upon delivery of such Additional Revolving Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 2.14(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the RL Lenders, and incur additional Revolving Loans from certain other RL Lenders, in each case to the extent necessary so that all of the RL Lenders participate in each outstanding Borrowing of Revolving Loans PRO RATA on the basis of their respective Revolving Commitments (after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.14) and with the Borrower being obligated to pay to the respective RL Lenders the costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing, and (iii) the Borrower shall deliver to the Administrative Agent an “Incremental Joinder”opinion, in form and substance reasonably satisfactory to the Agents, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 6.01(b) and such other documentation matters as the Revolver Agents may reasonably request. The Administrative Agent shall reasonably specify promptly notify each Lender as to evidence the additional occurrence of each Additional Revolving Commitment of Date, and (x) on each such Person. The terms date, the Total Revolving Commitment under, and provisions for all purposes of, this Agreement shall be increased by the aggregate amount of any additional such Additional Revolving Commitments, and (y) on each such date Annex I shall be deemed modified to reflect the revised Revolving Commitments and Revolving Loans made under such additional Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyaffected Lenders.

Additional Revolving Commitments. The Company may, by written notice (a) At any time after the Syndication Date and prior to the Revolver Agent (whereupon fourth anniversary of the Revolver Agent shall promptly deliver a copy of such notice to Closing Date, the other Agent Borrower and the Lenders) from time to time but on no more than five (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from any one or more PersonsLenders (including New Lenders) may agree that such Lender(s) shall make, each obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which must may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) an existing the aggregate amount of incremental Revolving LenderCommitments obtained pursuant to this Section 2.7(a) shall not exceed $150,000,000, (ii) any Affiliate incremental Revolving Commitments may not be made, obtained or Approved Fund increased after the occurrence and during the continuation of any existing a Default or Event of Default, including after giving effect to the incremental Revolving Lender or Commitments in question, (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) the increase effected pursuant to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which this paragraph shall be in minimum increments of $1,000,000 and a minimum amount of at least $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) 25,000,000 and (yiv) no more than one Increased Revolving Commitment Closing Date may be selected by the date on which such Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional Revolving Commitments are requested to become effective bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be less than ten (10unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.7(a) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder a New Lender Supplement (each, a “New Lender Supplement”), substantially in substantially the form of Exhibit A-6 E-1, whereupon such bank, financial institution or other entity (each, an a “Incremental JoinderNew Lender”) shall become a Lender for all purposes and such other documentation to the same extent as if originally a party hereto and shall be bound by and entitled to the Revolver Agent shall reasonably specify to evidence the additional benefits of this Agreement. (c) On each Increased Revolving Commitment of each such Person. The terms and provisions of any additional Revolving Commitments and Closing Date on which there are Revolving Loans made under such additional outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall be identical to those of the existing Revolving Commitments and make Revolving Loans, respectivelythe proceeds of which will be used to prepay the Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in accordance with Section 2.14(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.

Additional Revolving Commitments. The Company Eversource may, by at any time and from time to time, upon prior written notice by Eversource to the Revolver Agent Administrative Agent, increase the Aggregate Revolving Commitments (whereupon but not the Revolver Agent shall promptly deliver Swing Line Sublimit or any Borrower Sublimit) by a copy maximum aggregate amount of such notice up to Two-Hundred Fifty Million Dollars ($250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the other Administrative Agent and the LendersSwing Line Lender (or a combination of the foregoing); provided, that: (1) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof; (2) no Default or Event of Default with respect to any Borrower shall exist and be continuing at the time of any such increase, or would result from time any Borrowing on the day of any such increase; (3) no existing Lender shall be under any obligation to time but on no more than five increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; CHAR1\0000000x0 2 (4) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (5) occasions, request additional any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments in an amount not shall be reasonably acceptable to exceed the Maximum Incremental Amount from one or more Persons, each of which must be the Administrative Agent and the Swing Line Lender; and (6) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) an existing Revolving Lendera certificate of each Borrower, (ii) any Affiliate or Approved Fund dated as of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such noticeincrease (in sufficient copies for each Lender). The Company , executed by a Responsible Officer of the applicable Borrower, (A) certifying and each Person providing an additional Revolving Commitment shall execute attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and deliver (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the Revolver Agent extent that such representations and warranties specifically refer to an incremental joinder earlier date, in substantially which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the form of Exhibit A-6 (each, an “Incremental Joinder”representations and warranties contained in Section 6.05(a) and such Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documentation as documents reasonably requested by the Revolver Agent shall reasonably specify to evidence Administrative Agent; and (iii) (A) upon the additional Revolving Commitment of each such Person. The terms and provisions reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments and Revolving Loans made under such additional arising from any non-ratable increase in the Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyunder this Section 2.15.

Additional Revolving Commitments. (a) The Company may, by written notice commitments and undertakings of the Increasing Revolving Lenders and the Additional Revolving Lenders with respect to the Revolver Agent Additional Revolving Commitments are several and no such Increasing Revolving Lender or Additional Revolving Lender will be responsible for any other such Lender’s failure to make Additional Revolving Commitments. (whereupon b) Each Fifth Amendment Revolving Lender acknowledges and agrees that, as of the Revolver Agent Amendment Effective Date, it shall promptly deliver be a “Lender” and a “Revolving Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. (c) Each Increasing Revolving Lender and each Additional Revolving Lender represents and warrants that it is sophisticated with respect to decisions to provide assets of the type represented by the Additional Revolving Commitments and either it, or the Person exercising discretion in making its decision to provide Additional Revolving Commitments, if any, is experienced in providing assets of such type. (d) Each Fifth Amendment Revolving Lender represents and warrants that it has received a copy of such notice to the other Agent Credit Agreement and the Lenders) from time Collateral Trust Agreement and has received or has been accorded the opportunity to time but on no more than five (5) occasionsreceive copies of the most recent financial statements delivered pursuant to Section 5.04 thereof, request additional as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and, with respect to any Increasing Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one Lender or more Persons, each of which must be (i) an existing Additional Revolving Lender, (ii) any Affiliate or Approved Fund of any existing to provide its Additional Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions of any additional Revolving Commitments and Revolving Loans made under such additional Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyCommitments.

Additional Revolving Commitments. The 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 written notice 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 Revolver Administrative Agent (whereupon the Revolver Agent shall promptly deliver each such bank or entity is hereinafter referred to as an “Augmenting Lender”) to commit to making Revolving Loans pursuant to a copy of such notice to the other Agent and the Lenders) from time to time but on no more than five (5) occasions, request additional Revolving Commitments Commitment hereunder in an amount not no less than $15,000,000. Upon 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 exceed the Maximum Incremental Amount from one or more PersonsAdministrative Agent, each of which must be such Increasing Lender and/or Augmenting Lender shall have a Revolving Commitment as therein set forth; provided that (i) an existing Revolving Lendersuch increase may only occur once, on a single date, (ii) any Affiliate or Approved Fund the Company shall provide prompt notice of any existing Revolving Lender or 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) any other banks, financial institutions and other institutional lenders reasonably acceptable the aggregate amount of all such increases made pursuant to this clause (which acceptance d) shall not unreasonably withheld or delayed) to the Revolver Agent exceed $100,000,000, and each LC Issuer. Such notice shall set forth (xiv) the sum of the Total Revolving Commitment and Total Canadian Commitment, after giving effect to such increase, shall at no time exceed $575,000,000. Upon any increase in the aggregate amount of the additional Revolving Commitments being requested pursuant to this clause (which d), within five Business Days in the case of all Revolving Loans that are Base Rate Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of all Eurodollar Loans then outstanding, the Company shall be prepay such Loans in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal their entirety, and, to the remaining Maximum Incremental Amount) extent the Company elects to do so and (y) subject to the date on which such additional conditions specified in Section 7, the Company shall reborrow Revolving Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Revolving Loans are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to held by the Revolver Agent) nor more than sixty (60) days after the date of Lenders in such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions of any additional Revolving Commitments and Revolving Loans made under such additional Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyproportion.

Additional Revolving Commitments. The Company may, by written notice (a) At any time after the Closing Date and prior to the Revolver Agent (whereupon fourth anniversary of the Revolver Agent shall promptly deliver a copy of such notice to Closing Date, the other Agent Borrower and the Lenders) from time to time but on no more than five (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from any one or more PersonsLenders (including New Lenders) may agree that such Lender(s) shall make, each obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which must may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) an existing the aggregate amount of incremental Revolving LenderCommitments obtained pursuant to this Section 2.7(a) shall not exceed $150,000,000, (ii) any Affiliate incremental Revolving Commitments may not be made, obtained or Approved Fund increased after the occurrence and during the continuation of any existing a Default or Event of Default, including after giving effect to the incremental Revolving Lender or Commitments in question, (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) the increase effected pursuant to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which this paragraph shall be in minimum increments of $1,000,000 and a minimum amount of at least $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) 25,000,000 and (yiv) no more than one Increased Revolving Commitment Closing Date may be selected by the date on which such Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional Revolving Commitments are requested to become effective bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be less than ten (10unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.7(a) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder a New Lender Supplement (each, a “New Lender Supplement”), substantially in substantially the form of Exhibit A-6 E-1, whereupon such bank, financial institution or other entity (each, an a “Incremental JoinderNew Lender”) shall become a Lender for all purposes and such other documentation to the same extent as if originally a party hereto and shall be bound by and entitled to the Revolver Agent shall reasonably specify to evidence the additional benefits of this Agreement. (c) On each Increased Revolving Commitment of each such Person. The terms and provisions of any additional Revolving Commitments and Closing Date on which there are Revolving Loans made under such additional outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall be identical to those of the existing Revolving Commitments and make Revolving Loans, respectivelythe proceeds of which will be used to prepay the Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in accordance with Section 2.14(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.

Additional Revolving Commitments. The Company may, by Upon Holding’s written notice to the Revolver Agent (whereupon the Revolver Agent shall promptly deliver a copy of such notice to the other Agent Administrative Agent, on any Subsequent Effective Date one or more Additional Lenders may, in their sole and the Lenders) from time to time but on no more than five (5) occasionsabsolute discretion, request provide additional Revolving Commitments in an amount in excess of $25,000,000, provided that the aggregate amount of such additional Revolving Commitments shall not to exceed the Maximum Incremental Amount from one or more Persons, each difference of which must be (iA) an existing Revolving Lender, $150,000,000 minus (iiB) any Affiliate or Approved Fund the total of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of (if any) by which the additional Aggregate Revolving Commitments being requested (which Commitment has been increased on all Subsequent Effective Dates that shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal have occurred prior to the remaining Maximum Incremental Amountrelevant Subsequent Effective Date pursuant to this Section 2.01(f) and plus (y) the date 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 (z) 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(e) (each such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (eachcommitment, an “Incremental JoinderAdditional Revolving Commitment”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional ), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans. 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 each this Agreement from and after the Subsequent Effective Date. Once such Person. The terms and provisions of any additional Revolving Commitments and Revolving Loans made under such additional Additional Revolving Commitments shall be identical deemed to those have been made available pursuant to this Agreement, (i) Schedule 2.01(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(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 existing 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, respectivelyor participations in L/C Obligations or 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, without recourse, to each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date such portion of such Revolving Loans and participations as shall be necessary to effectuate such 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(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. The Company may, by Upon Holding's written notice to the Revolver Agent (whereupon Agent, on the Revolver Agent shall promptly deliver a copy of such notice to the other Agent and the Lenders) from time to time but on no Subsequent Effective Date one or more than five (5) occasions, request Additional Banks may provide additional Revolving Commitments in an aggregate amount not to exceed $11,083,333.33 (each such additional commitment, the "Additional Revolving Commitment"), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans. Any Additional Banks shall become parties to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Banks for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (i) Schedule 2.01 hereto shall be deemed to have been amended to include all Additional Banks party to this Agreement together with such Additional Bank's respective Revolving Commitment and Pro Rate Share, (ii) Schedule 2.01 hereto shall be deemed to have been amended to adjust the Pro Rata Share of all other Banks party hereto, and (iii) the definitions of "Aggregate Revolving Commitment" and "Aggregate Commitment" shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Banks on the Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, Agent shall calculate the Pro Rata Share of each Bank and each Additional Bank in each Revolving Loan then outstanding. Based upon such calculation, each Additional Bank shall purchase from the other Banks such portion of the Aggregate Revolving Loans outstanding immediately prior to the Subsequent Effective Date as Agent determines is necessary to cause each Bank to hold Revolving Loans in a principal amount equal to such Bank's Pro Rata Share of such Revolving Loan Borrowings. On and after the Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all outstanding Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed an amount equal to the lesser of (1) the combined Revolving Commitments of the Banks and (2) the Borrowing Base; and (ii) the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations and the Effective Amount of all Swingline Loans shall not at any time exceed such Bank's Revolving Commitment. On and after the Subsequent Effective Date, each Additional Bank shall be a Bank under this Agreement and the other Loan Documents with Revolving Commitments and Pro Rata Shares as set forth on Schedule 2.01 attached hereto in an aggregate amount not to exceed the Maximum Incremental Amount from one or more PersonsAggregate Revolving Commitment, each of which must be (i) an existing Revolving Lenderwith the rights, (ii) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions duties and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date obligations of such notice). The Company a Bank under this Agreement and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions of any additional Revolving Commitments and Revolving Loans made under such additional Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyLoan Documents.

Additional Revolving Commitments. The Company Borrower may, by at any time and from time to time, upon prior written notice by the Borrower to the Revolver Agent Administrative Agent, increase the Aggregate Revolving Commitments (whereupon but not the Revolver Agent shall promptly deliver Swing Line Sublimit) by a copy maximum aggregate amount of such notice up to Fifty Million Dollars ($50,000,000) with additional Revolving Commitments from any existing Lender with a CHAR1\1927666v7 Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and acceptable to the other Administrative Agent and the LendersSwing Line Lender (or a combination of the foregoing); provided, that: (1) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof; (2) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from time any Borrowing on the day of any such increase; (3) no existing Lender shall be under any obligation to time but on no more than five increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (4) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (5) occasions, request additional any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments in an amount not shall be reasonably acceptable to exceed the Maximum Incremental Amount from one or more Persons, each of which must be the Administrative Agent and the Swing Line Lender; and (6) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent: (i) an existing Revolving Lender, (ii) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount a certificate of the additional Revolving Commitments being requested (which shall be in minimum increments Borrower, dated as of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such noticeincrease (in sufficient copies for each Lender). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions of any additional Revolving Commitments and Revolving Loans made under such additional Revolving Commitments shall be identical to those executed by a Responsible Officer of the existing Revolving Commitments Borrower, (A) certifying and Revolving Loansattaching the resolutions adopted by the Borrower approving, respectively.or consenting to, such increase, and

Additional Revolving Commitments. The Company may, by Upon Holding’s written notice to the Revolver Agent (whereupon the Revolver Agent shall promptly deliver a copy of such notice to the other Agent Administrative Agent, on any Subsequent Effective Date one or more Additional Lenders may, in their sole and the Lenders) from time to time but on no more than five (5) occasionsabsolute discretion, request 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 Maximum Incremental Amount from one or more Persons, each difference of which must be (iA) an existing Revolving Lender, $250,000,000 minus (iiB) any Affiliate or Approved Fund the total of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of (if any) by which the additional Aggregate Revolving Commitments being requested (which Commitment has been increased on all Subsequent Effective Dates that shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal have occurred prior to the remaining Maximum Incremental Amountrelevant Subsequent Effective Date pursuant to this Section 2.01(d) and plus (y) the date amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on which 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 Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (eachcommitment, an “Incremental JoinderAdditional Revolving Commitment”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional ), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans, Swingline Loans and Letters of each 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 Person. The terms and provisions of any additional Revolving Commitments and Revolving Loans made under such additional Additional Revolving Commitments shall be identical deemed to those 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 existing 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, respectivelyor 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 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. The Company may, by written notice Subject to the Revolver Agent (whereupon consent of the Revolver Agent shall promptly deliver a copy of such notice to -------------------------------- Administrative Agent, the other Agent Issuing Lender and the Lenders) Swingline Lender, Aeroflex may request at any time and from time to time but on no more than five (5) occasions, request additional that the existing Revolving Lenders increase their respective Revolving Commitments in an amount not and/or that additional Lenders be added to exceed this Agreement until such time as the Maximum Incremental Amount from one or more PersonsTotal Revolving Commitments are equal to $150,000,000; provided, each of which must be that (i) an existing the amount of any Lender's increase in its Revolving LenderCommitment shall be at least $5,000,000, (ii) any Affiliate at the time of the relevant request, that no Default or Approved Fund Event of any existing Revolving Lender Default shall have occurred and be continuing or shall result from the proposed increase and (iii) any other the representations and warranties of 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 and or other institutional lenders reasonably acceptable entities (which acceptance shall approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (xwithheld) the amount opportunity to participate in all or a portion of the additional Revolving Commitments being requested (which such proposed increase. Schedule 1.1(b) shall be in minimum increments automatically amended to reflect any existing Revolving Lender's increased Revolving Commitment. By its signature of $1,000,000 and a minimum amount confirmation of $5,000,000 its increased or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute in a form satisfactory to Aeroflex and deliver the Administrative Agent (and subsequent to its delivery of a completed or revised Administrative Questionnaire to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (eachAdministrative Agent), an “Incremental Joinder”) and such other documentation as the Revolver Agent each increasing or additional Revolving Lender shall reasonably specify to evidence the be a "Revolving Lender" for all purposes hereunder with its increased or additional Revolving Commitment of each and Schedule 1.1(b) shall be automatically amended to reflect such Person. The terms and provisions of any increasing or additional Revolving Commitments and Lender's new Revolving Loans made under such additional Commitment. Upon increasing its Revolving Commitments Commitment or becoming a "Revolving Lender" hereunder, each Revolving Lender shall automatically be identical responsible for its Revolving Percentage of the Aggregate Exposure and, on one or more dates as set forth in an appropriate notice given by the Administrative Agent to those each of the existing and new or increasing Revolving Commitments and Lenders (which date or dates may be the last day or days of the current Interest Periods), shall pay to the Administrative Agent its Revolving Loans, respectivelyPercentage of the Revolving Loans or certain of them (with interest rates applicable thereto as are agreed with the Borrowers) which shall then be applied to prepay amounts outstanding to the other Revolving Lenders.

Additional Revolving Commitments. The Company may, by written (a) Upon notice to the Revolver Agent (whereupon Administrative Agent, at any time after the Revolver Agent shall promptly deliver a copy of such notice to Amendment Closing Date, the other Agent and the Lenders) from time to time but on no more than five (5) occasions, Borrower may request additional Additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Persons, each of which must be Credit Commitments; provided that (i) an existing after giving effect to any such addition, the aggregate amount of Additional Revolving LenderCredit Commitments that have been added pursuant to this Section 2.14 shall not exceed $50,000,000, (ii) any Affiliate such addition shall be in an aggregate amount of $15,000,000 or Approved Fund any whole multiple of any existing Revolving Lender or $1,000,000 in excess thereof, (iii) the final maturity date of any other banksAdditional Revolving Credit Loans shall be no earlier than the Maturity Date for the Revolving Credit Loans, financial institutions and other institutional (iv) such Additional Revolving Credit Commitments shall be first offered to the then existing Lenders, which shall have a right of first refusal (but not an obligation) to increase their Revolving Credit Commitments by a pro rata amount, and any such lenders reasonably acceptable which become party hereto which are not then existing Lenders shall be subject to the approval of the Administrative Agent and the Borrower (which acceptance shall such approval not to be unreasonably withheld or delayed). (b) If any Additional Revolving Credit Commitments are added in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Additional Commitments Effective Date”) and the final amount of such addition. The Administrative Agent shall promptly notify the Borrower and the Lenders (which may include Persons reasonably acceptable to the Revolver Administrative Agent and each LC Issuerthe Borrower that were not Lenders prior to the Additional Commitments Effective Date) of the final amount of such addition and the Additional Commitments Effective Date. Such notice As a condition precedent to such addition, the Borrower shall set forth deliver to the Administrative Agent (x1) a certificate of the Borrower dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (i) the amount representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects on and as of the additional Revolving Additional Commitments being requested Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (which a) and (b), respectively, of Section 6.01, (ii) no Default or Event of Default exists immediately before or immediately after giving effect to such addition, (iii) UHS and its Restricted Subsidiaries shall be in minimum increments Pro Forma Compliance with the financial covenant set forth in Section 7.11 as of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to (A) the remaining Maximum Incremental Amount) Additional Commitments Effective Date and (yB) the date on which last day of the most recently ended determination period after giving Pro Forma Effect to such additional Additional Revolving Commitments are requested Credit Commitment, as applicable, the making of Additional Revolving Credit Loans, as the case may be, in respect thereof and any Investment or Disposition to become effective be consummated in connection therewith and (which shall not be less than ten (102) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other officer’s certificates, secretary’s certificates, legal opinions and other customary closing documentation as the Revolver Administrative Agent shall reasonably specify to evidence request. On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person which is providing an Additional Revolving Credit Commitment shall become a “Lender”, as applicable, for all purposes of this Agreement and the additional Revolving Commitment other Loan Documents. (c) Any other terms of each such Person. The terms and provisions documentation entered into in respect of any additional Additional Revolving Credit Commitments and provided, in each case pursuant to this Section 2.14, to the extent not consistent with the Revolving Loans made under such additional Revolving Commitments Credit Commitments, as the case may be, shall be identical reasonably satisfactory to those the Administrative Agent. Any Additional Revolving Credit Commitments, as applicable, made or provided pursuant to this Section 2.14 shall be evidenced by one or more entries in the Register maintained by the Administrative Agent in accordance with the provisions set forth in Section 2.11. (d) This Section 2.14 shall supersede any provisions in Section 10.01 to the contrary. Notwithstanding any other provision of any Loan Document, the existing Loan Documents may be amended by the Administrative Agent and the Loan Parties, if necessary, to provide for terms applicable to each Additional Revolving Commitments and Revolving Loans, respectivelyCredit Commitment.

Additional Revolving Commitments. The Company may, by written notice (a) Subject to the Revolver Agent (whereupon terms and conditions set forth herein and in the Revolver Agent shall promptly deliver a copy of such notice to the other Agent and the Lenders) from time to time but on no more than five (5) occasions, request additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more PersonsExisting Credit Agreement, each of which must be (i) an existing Revolving LenderCiti, (ii) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banksUS Bank, financial institutions BofA, HSBC, PNC, Northern Trust and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount of the additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 MS (each, an “Incremental JoinderAdditional Revolving Commitment Lender”) and agrees to increase its Revolving Commitment pursuant to Section 2.20 of the Existing Credit Agreement on the Supplement Effective Date (as defined below) in an amount equal to the “Additional Revolving Commitment” set forth opposite each such other documentation Additional Revolving Commitment Lender’s name on Exhibit A to this Supplement (each such increased Revolving Commitment, an “Additional Revolving Commitment”). (b) On the Supplement Effective Date, (i) each Additional Revolving Commitment Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Revolver Administrative Agent shall reasonably specify determine, for the benefit of the other Lenders, as being required in order to evidence cause, after giving effect to the additional Revolving Commitment of each such Person. The terms and provisions of any additional Additional Revolving Commitments and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans made under of all the Lenders to equal its revised Applicable Percentage of such additional Revolving Commitments shall be identical to those of the existing Revolving Commitments and outstanding Revolving Loans, respectivelyand the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans and participations in Letters of Credit and Swingline Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Company shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the Supplement Effective Date (it being understood and agreed that this Supplement shall constitute compliance with the notice requirement set forth in Section 2.20 of the Existing Credit Agreement). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount deemed to have been repaid as described in the immediately preceding sentence and, in respect of each Term Benchmark Loan, shall be subject to indemnification by the Company pursuant to the provisions of Section 2.16 of the Existing Credit Agreement if the deemed payment occurs other than on the last day of the related Interest Periods.

Additional Revolving Commitments. The Company may, by written (a) Upon notice to the Revolver Agent (whereupon Administrative Agent, at any time after the Revolver Agent shall promptly deliver a copy of such notice to Amendment Closing Date, the other Agent and the Lenders) from time to time but on no more than five (5) occasions, Borrower may request additional Additional Revolving Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Persons, each of which must be Credit Commitments; provided that (i) an existing after giving effect to any such addition, the aggregate amount of Additional Revolving LenderCredit Commitments that have been added pursuant to this Section 2.14 shall not exceed $50,000,000, (ii) any Affiliate such addition shall be in an aggregate amount of $15,000,000 or Approved Fund any whole multiple of any existing Revolving Lender or $1,000,000 in excess thereof, (iii) the final maturity date of any other banksAdditional Revolving Credit Loans shall be no earlier than the Scheduled Maturity Date, financial institutions and other institutional (iv) such Additional Revolving Credit Commitments shall be first offered to the then existing Lenders, which shall have a right of first refusal (but not an obligation) to increase their Revolving Credit Commitments by a pro rata amount, and any such lenders reasonably acceptable which become party hereto which are not then existing Lenders shall be subject to the approval of the Administrative Agent and the Borrower (which acceptance shall such approval not to be unreasonably withheld or delayed). (b) If any Additional Revolving Credit Commitments are added in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Additional Commitments Effective Date”) and the final amount of such addition. The Administrative Agent shall promptly notify the Borrower and the Lenders (which may include Persons reasonably acceptable to the Revolver Administrative Agent and each LC Issuerthe Borrower that were not Lenders prior to the Additional Commitments Effective Date) of the final amount of such addition and the Additional Commitments Effective Date. Such notice As a condition precedent to such addition, the Borrower shall set forth deliver to the Administrative Agent (x1) a certificate of the Borrower dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (i) the amount representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects on and as of the additional Revolving Additional Commitments being requested Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (which a) and (b), respectively, of Section 6.01, (ii) no Default or Event of Default exists immediately before or immediately after giving effect to such addition, (iii) UHS and its Restricted Subsidiaries shall be in minimum increments Pro Forma Compliance with the financial covenant set forth in Section 7.11 as of $1,000,000 (A) the Additional Commitments Effective Date and (B) the last day of the most recently ended determination period after giving Pro Forma Effect to such Additional Revolving Credit Commitment, as applicable, the making of Additional Revolving Credit Loans, as the case may be, in respect thereof and any Investment or Disposition to be consummated in connection therewith (provided that the Lenders providing Additional Revolving Credit Commitments the proceeds of which are to be used to finance a minimum amount Permitted Acquisition may agree (without the consent of $5,000,000 or such lesser amount equal any other Lender, solely with respect to the remaining Maximum Incremental Amounteffectiveness of such Additional Revolving Credit Commitments, but not with respect to any Borrowing thereunder) that the conditions set forth in Section 2.14(b)(1)(i), (ii) and (yiii) the date need only be satisfied on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of the execution and delivery of the acquisition agreement relating to such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (each, an “Incremental Joinder”Permitted Acquisition) and (2) such other officer’s certificates, secretary’s certificates, legal opinions and other customary closing documentation as the Revolver Administrative Agent shall reasonably specify to evidence request. On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person which is providing an Additional Revolving Credit Commitment shall become a “Lender”, as applicable, for all purposes of this Agreement and the additional Revolving Commitment other Loan Documents. (c) Any other terms of each such Person. The terms and provisions documentation entered into in respect of any additional Additional Revolving Credit Commitments and provided, in each case pursuant to this Section 2.14, to the extent not consistent with the Revolving Loans made under such additional Revolving Commitments Credit Commitments, as the case may be, shall be identical reasonably satisfactory to those the Administrative Agent. Any Additional Revolving Credit Commitments, as applicable, made or provided pursuant to this Section 2.14 shall be evidenced by one or more entries in the Register maintained by the Administrative Agent in accordance with the provisions set forth in Section 2.11. (d) This Section 2.14 shall supersede any provisions in Section 10.01 to the contrary. Notwithstanding any other provision of any Loan Document, the existing Loan Documents may be amended by the Administrative Agent and the Loan Parties, if necessary, to provide for terms applicable to each Additional Revolving Commitments and Revolving Loans, respectivelyCredit Commitment.

Additional Revolving Commitments. The Company mayBorrower may request, by written notice to the Revolver Agent (whereupon the Revolver Agent shall promptly deliver a copy in minimum amounts of such notice to the other Agent $5,000,000, at any time and the Lenders) from time to time but on no more than five (5) occasions, request additional that the existing Revolving Lenders increase their respective Revolving Commitments in an amount not and/or that additional Lenders be added to exceed this Agreement as Revolving Lenders with Revolving Commitments until such time as the Maximum Incremental Amount from one or more PersonsTotal Revolving Commitments are equal to $100,000,000; provided, each of which must be that (i) an existing Revolving Lenderat 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 Affiliate or Approved Fund of any existing Revolving such additional Lender or shall be approved by the Administrative Agent, Issuing Lenders and Swingline Lender (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall 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 Revolver Agent existing Revolving Lenders) on the same terms and each LC Issuer. Such notice shall set forth (x) the amount of the conditions being offered to any additional Revolving Commitments being requested 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 (which and subsequent to its delivery of a completed or revised Administrative Questionnaire to the Administrative Agent), each increasing or additional Revolving Lender shall be in minimum increments of $1,000,000 a “Revolving Lender” for all purposes hereunder with its increased or additional Revolving Commitment, and a minimum amount of $5,000,000 or such lesser amount equal Schedule 1.1(a) shall be automatically amended to the remaining Maximum Incremental Amount) and (y) the date on which reflect any such additional Revolving Commitments Lender’s new Revolving Commitment and any such increasing Revolving Lender’s new Revolving Commitment. Upon increasing its Revolving Commitment or becoming a “Revolving Lender” hereunder, each Revolving Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and shall pay to the Administrative Agent its Revolving Percentage of the Revolving Loans (with interest rates applicable thereto as are requested to become effective (agreed with the Borrowers) which shall not then be less than ten (10) Business Days (or such shorter period as agreed applied to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Person providing an additional Revolving Commitment shall execute and deliver prepay amounts outstanding to the Revolver Agent an incremental joinder in substantially the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions of any additional Revolving Commitments and Revolving Loans made under such additional Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyLenders.

Additional Revolving Commitments. The Company Borrower may, by at any time and from time to time, upon prior written notice by the Borrower to the Revolver Agent Administrative Agent, increase the Aggregate Revolving Commitments (whereupon but not the Revolver Agent shall promptly deliver Swing Line Sublimit) by a copy maximum aggregate amount of such notice up to Fifty Million Dollars ($50,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person 147741845_5 selected by the Borrower and acceptable to the other Administrative Agent and the LendersSwing Line Lender (or a combination of the foregoing); provided, that: (a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof; (b) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from time any Borrowing on the day of any such increase; (c) no existing Lender shall be under any obligation to time but on no more than five increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (5d) occasions, request additional any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments in an amount not shall be reasonably acceptable to exceed the Maximum Incremental Amount from one or more Persons, each of which must be the Administrative Agent and the Swing Line Lender; and (f) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent: (i) an existing Revolving Lender, (ii) any Affiliate or Approved Fund of any existing Revolving Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not unreasonably withheld or delayed) to the Revolver Agent and each LC Issuer. Such notice shall set forth (x) the amount a certificate of the additional Revolving Commitments being requested (which shall be in minimum increments Borrower, dated as of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such additional Revolving Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such noticeincrease (in sufficient copies for each Lender), executed by a Responsible Officer of the Borrower, (A) certifying and attaching the resolutions adopted by the Borrower approving, or consenting to, such increase, and (B) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower. The Company Borrower shall prepay any Loans owing by it and each Person providing an outstanding on the date of any such increase (and pay any additional Revolving Commitment shall execute and deliver amounts required pursuant to Section 3.05) to the Revolver Agent an incremental joinder in substantially extent necessary to 147741845_5 keep the form of Exhibit A-6 (each, an “Incremental Joinder”) and such other documentation as the Revolver Agent shall reasonably specify to evidence the additional Revolving Commitment of each such Person. The terms and provisions of outstanding Loans ratable with any additional revised Revolving Commitments and Revolving Loans made under such additional arising from any non-ratable increase in the Revolving Commitments shall be identical to those of the existing Revolving Commitments and Revolving Loans, respectivelyunder this Section 2.15.