Common use of Additional Revolving Credit Commitments Clause in Contracts

Additional Revolving Credit Commitments. Subject to the terms and conditions set forth herein, the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request an increase in the Revolving Credit Commitment (the “Additional Revolving Credit Commitment”) provided that (a) immediately prior to and after giving effect to such Additional Revolving Credit Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom and, (b) the Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Credit Loans, (c) the Additional Revolving Credit Commitments shall not exceed in the aggregate Fifty Million and 00/100 Dollars ($50,000,000.00), and (d) the loans to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit Loans. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Revolving Credit Commitment shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Revolving Credit Commitment shall become Commitments under this Agreement after giving effect to such Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions set forth in Article 7 [Conditions of Lending and Issuance of Letters of Credit] (it being understood that all references to the Closing Date in such Article 7 [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Revolving Credit Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.11 [Additional Revolving Credit Commitment], no existing Lender shall be obligated to provide Additional Revolving Credit Commitment.

Additional Revolving Credit Commitments. Subject to (a) On the terms and conditions set forth hereinAmendment No. 4 Effective Date (as defined below), the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request an increase in the Additional Revolving Credit Lender shall provide a Revolving Credit Commitment (the “Additional Revolving Credit Commitment”) provided that (a) immediately prior in a principal amount equal to and after giving effect to such its Additional Revolving Credit Commitment (and as set forth in Schedule I attached hereto. The Revolving Credit Commitments of each Revolving Credit Lender under the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or Amended Credit Agreement shall result therefrom and, be as set forth in Schedule II attached hereto. (b) the Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Credit Loans, (c) the The Additional Revolving Credit Commitments shall not exceed in the aggregate Fifty Million and 00/100 Dollars ($50,000,000.00), and (d) the loans to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit LoansCommitments under the Existing Credit Agreement and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Revolving Credit Lenders, of the Amended Credit Agreement and the other Loan Documents. (c) The Additional Revolving Credit Commitments shall constitute a Revolving Credit Commitment Increase pursuant to clause (x) of the second proviso of Section 2.14(a) of the Amended Credit Agreement. Any additional bankFrom and after the Amendment No. 4 Effective Date (as defined below), financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Revolving Credit Lender shall have all of the rights and obligations of a “Revolving Credit Lender” and a “Revolving Credit Commitment Increase Lender,” and all Additional Revolving Credit Commitments shall be reasonably satisfactory to “Revolving Credit Commitments,” in each case for all purposes of the Borrower Amended Credit Agreement and the Administrative Agent (any such bank, financial institution, existing Lender or other person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Loan Partiesit being understood that (x) all borrowings, each Additional Lendercommitment reductions, if any, prepayments and the Administrative Agent. Commitments in respect repayments of Revolving Credit Loans made under the Additional Revolving Credit Commitment Commitments shall become Commitments be made on a ratable basis with the other Revolving Credit Loans under this Agreement after giving effect to such the Amended Credit Agreement; (y) all participations in Letters of Credit shall be made on a ratable basis among the Revolving Credit Lenders; and (z) the Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions provisions set forth in Article 7 [Conditions Section 2.14(h) of Lending and Issuance of Letters of Credit] (it being understood that all references the Amended Credit Agreement to the Closing Date in such Article 7 [Conditions extent applicable. For the avoidance of Lending doubt and Issuance of Letters of Credit] shall be deemed to refer notwithstanding any provision herein to the Incremental Facility Closing contrary, after the Amendment No. 4 Effective Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Revolving Credit Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything Commitments established pursuant to this Amendment (and the contrary in this Section 2.11 [Additional Revolving Credit Commitment]Loans made pursuant thereto) are to be treated as part of the same series and tranche as the Revolving Credit Commitments (and the Revolving Credit Loans made pursuant thereto) in existence immediately prior to the Amendment No. 4 Effective Date (such Revolving Credit Commitments, no existing Lender shall be obligated to provide the “Existing Revolving Credit Commitments” and such Loans, the “Existing Revolving Credit Loans”) for all purposes under the Amended Credit Agreement, and the Additional Revolving Credit CommitmentCommitments (and the Additional Revolving Credit Loans made pursuant thereto) are to be fungible (for United States federal income tax and all other purposes) with the Existing Revolving Credit Commitments and Existing Revolving Credit Loans.

Additional Revolving Credit Commitments. Subject to (a) On the terms and conditions set forth hereinAmendment No. 2 Effective Date, the Borrower may at any timeeach Additional Revolving Credit Lender shall provide, severally but not more often than two (2) times during the term of this Agreementjointly, request an increase in the a Revolving Credit Commitment (the “in a principal amount equal to its Additional Revolving Credit Commitment”) provided that (a) immediately prior to and after giving effect to such Additional . The Revolving Credit Commitment (and Commitments of each Revolving Credit Lender under the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or Amended Credit Agreement shall result therefrom and, be as set forth in Schedule III attached hereto. (b) the Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Credit Loans, (c) the The Additional Revolving Credit Commitments shall not exceed in the aggregate Fifty Million and 00/100 Dollars ($50,000,000.00), and (d) the loans to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit LoansCommitments under the Existing Credit Agreement and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Revolving Credit Lenders, of the Amended Credit Agreement and the other Loan Documents. (c) From and after the Amendment No. Any additional bank2 Effective Date, financial institution, existing Lender or other Person that elects to extend commitments to provide the each Additional Revolving Credit Commitment Lender shall have all of the rights and obligations of a “Revolving Credit Lender” and all Additional Revolving Credit Commitments shall be reasonably satisfactory to “Revolving Credit Commitments”, in each case for all purposes of the Borrower Amended Credit Agreement and the Administrative Agent (any such bank, financial institution, existing Lender or other person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Revolving Credit Commitment shall become Commitments under this Agreement after giving effect to such Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions set forth in Article 7 [Conditions of Lending and Issuance of Letters of Credit] (it being understood that all references to the Closing Date in such Article 7 [Conditions borrowings, commitment reductions, prepayments and repayments of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date Revolving Credit Loans made under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Revolving Credit Commitment may Commitments shall be used made on a ratable basis with the other Revolving Credit Loans under the Amended Credit Agreement and all participations in accordance with Section 2.8 [Use Letters of Proceeds] but not for Credit shall be made on a ratable basis among the Revolving Credit Lenders. (d) To the extent that there are any purpose otherwise prohibited hereunder. Notwithstanding anything Letters of Credit outstanding under the Existing Credit Agreement immediately prior to the contrary in this Section 2.11 [Amendment No. 2 Effective Date (the “Existing Letters of Credit”), the participations therein shall be automatically reallocated among the Revolving Credit Lenders (including the Additional Revolving Credit Commitment], no existing Lender shall be obligated to provide Additional Revolving Credit CommitmentLenders) on a pro rata basis.

Additional Revolving Credit Commitments. Subject (a) The US Borrower shall have the right, at any time and from time to time and upon at least 30 days prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Credit Commitments and, subject to the applicable terms and conditions set forth herein, contained in this Agreement and the Borrower may at any time, but not more often than two (2) times during the term of this relevant Additional Revolving Loan Commitment Agreement, request make Dollar Revolving Credit Loans pursuant to Section 2.1(a), it being understood and agreed, however, that (i) no Lender shall be obligated to provide an increase in the Additional Revolving Credit Commitment as a result of any request by the US Borrower, (the “ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Credit Commitment”Commitment and executed and delivered to the Administrative Agent an Additional Revolving Credit Commitment Agreement in respect thereof as provided in Section 2.21(b) and (y) the other conditions set forth in Section 2.21(b) shall have been satisfied, such Lender shall not be obligated to fund any Dollar Revolving Credit Loans, or participate in any Letters of Credit, in excess of the amounts provided that (a) immediately prior to and after for in Section 2.1 or 2.19, as the case may be, before giving effect to such Additional Revolving Credit Commitment (and the making of any loans Loan Commitments provided pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom andto this Section 2.21, (biii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Credit Commitment shall rank pari passu in right without the consent of payment any other Lender (it being understood and right of security in respect agreed that the consent of the Collateral with Administrative Agent and the existing Revolving Credit Loans, Issuing Lender (csuch consent not to be unreasonably withheld or delayed) the shall be required if any such Additional Revolving Credit Commitments are to be provided by a Person which is not already a Lender), (iv) each provision of Additional Revolving Credit Commitments on a given date pursuant to this Section 2.21 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Assignees who will become Lenders)) of at least $25,000,000, (v) the aggregate amount of all Additional Revolving Credit Commitments permitted to be provided pursuant to this Section 2.21 shall not exceed in the aggregate Fifty Million and 00/100 Dollars $150,000,000, ($50,000,000.00), and (dvi) the loans up-front fees payable to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit Loans. Any additional bank, financial institution, existing any Lender or other Person that elects to extend commitments to provide the providing an Additional Revolving Credit Commitment shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or other person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Revolving Credit Commitment shall become Commitments under this Agreement after giving effect to such Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions set forth in Article 7 [Conditions of Lending and Issuance of Letters of Credit] (it being understood that all references to the Closing Date in such Article 7 [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the relevant Additional Revolving Credit Loan Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to Agreement, (vii) if, after the contrary in this Section 2.11 [Additional Revolving Credit Commitment], no US Borrower has requested the then existing Lender shall be obligated Lenders to provide Additional Revolving Credit CommitmentCommitments pursuant to this (b) At the time of any provision of Additional Revolving Credit Commitments pursuant to this Section 2.21, (i) the US Borrower, the Administrative Agent and each such Lender or other Eligible Assignee which agrees to provide an Additional Revolving Credit Commitment (each, an "Additional Revolving Credit Lender") shall execute and deliver to the Administrative Agent an Additional Revolving Credit Commitment Agreement substantially in the form of Exhibit J, 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 Revolving Credit Lender's Additional Revolving Credit Commitment to occur upon delivery of such Additional Revolving Credit 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 2.21(b) to the reasonable satisfaction of the Administrative Agent), and (ii) the US Borrower shall, in coordination with the Administrative Agent, repay all outstanding Dollar Revolving Credit Loans of the Lenders, and incur additional Dollar Revolving Credit Loans from other Lenders in each case so that the Lenders participate in each Borrowing of Dollar Revolving Credit Loans pro rata on the basis of their respective Dollar Revolving Credit Sub-Commitments (after giving effect to any increase in the Revolving Credit Commitments pursuant to this Section 2.21) and with the US Borrower being obligated to pay the respective Lenders the costs (if any) of the type referred to in Section 10.4(c) in connection with any such repayment and/or Borrowing and (iii) the US Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the US Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinion of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 3.1 and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Revolving Credit Commitment Date, and (w) on each such date, the Revolving Credit Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Credit Commitments, (x) on each such date Schedule I-A shall be deemed modified to reflect the revised Revolving Credit Commitments of the affected Lenders, (y) upon surrender of any old Dollar Revolving Credit Notes by the respective Additional Revolving Credit Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Borrower), to the extent requested by any Additional Revolving Credit Lender, a new Dollar (c) On the MeriStar Merger Date, the Revolving Credit Commitment of each Lender shall be modified to be the amount set forth opposite the name of such Lender on Schedule I-A-2 hereto. In connection with the foregoing, (i) the US Borrower shall, in coordination with the Administrative Agent, repay all outstanding Dollar Revolving Credit Loans of the Lenders, and incur additional Dollar Revolving Credit Loans from other Lenders in each case so that the Lenders participate in each Borrowing of Dollar Revolving Credit Loans pro rata on the basis of their respective Dollar Revolving Credit Sub-Commitments (after giving effect to any increase in the Revolving Credit Commitments pursuant to this Section 2.21) and with the US Borrower being obligated to pay the respective Lenders the costs (if any) of the type referred to in Section 10.4(c) in connection with any such repayment and/or Borrowing, (ii) to the extent requested by any Lender, a new Dollar Revolving Credit Note will be issued, at the US Borrower's expense, to such Lender to the extent needed to reflect the revised Revolving Credit Commitment of such Lender and (iii) on such date with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations by the Lenders in such Letters of Credit and Unpaid Drawings to reflect the new Dollar Ratable Portions (or Ratable Portions, as the case may be) of the Lenders. (d) On the MeriStar Merger Date, the Canadian Revolving Credit Sub-Commitment of each Lender shall be modified to be the amount set forth opposite the name of such Lender on Schedule I-B-2 hereto. In connection with the foregoing, (i) the Canadian Borrower shall, in coordination with the Administrative Agent, repay all outstanding Canadian Revolving Credit Loans of the Lenders, and incur additional Canadian Revolving Credit Loans from other Lenders in each case so that the Lenders participate in each Borrowing of Canadian Revolving Credit Loans pro rata on the basis of their respective Canadian Revolving Credit Sub-Commitments (after giving effect to any increase in the Canadian Revolving Credit Sub-Commitments pursuant to this Section 2.21) and with the Canadian Borrower being obligated to pay the respective Lenders the costs (if any) in connection with any such repayment and/or Borrowing and (ii) to the extent requested by any Lender, a new Canadian Revolving Credit Note will be issued, at the Canadian Borrower's expense, to such Lender to the extent needed to reflect the revised Canadian Revolving Credit Sub-Commitment of such Lender.

Additional Revolving Credit Commitments. Subject 2.1 Each Commitment Increase Lender hereby acknowledges and agrees that it hereby provides an increase to its Revolving Credit Commitment or a new Revolving Credit Commitment, as the case may be, in the amount set forth opposite such Commitment Increase Lender’s name on Schedule I to this Amendment and each party hereto acknowledges and agrees that, after giving effect to the terms and conditions set forth hereinprovisions of this Amendment, including, without limitation, the Borrower may at any timeproposed Commitment Increase, but not more often than two (2) times during the term of this Agreement, request an increase in the Revolving Credit Commitments of each Lender shall be as set forth on Schedule II to this Amendment. 2.2 Each Commitment (the “Additional Revolving Credit Commitment”) provided that Increase Lender: (a) immediately prior to and after giving effect to such Additional Revolving confirms that it has received a copy of the Credit Commitment (Agreement and the making other Loan Documents which it has requested, together with copies of any loans pursuant thereto), no Event of Default or Potential Default the financial statements referred to therein and such other documents and information as it has occurred or is continuing or shall result therefrom and, 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 Additional Revolving Administrative Agents 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 Commitment shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Credit Loans, Agreement; (c) the Additional Revolving Credit Commitments shall not exceed in the aggregate Fifty Million appoints and 00/100 Dollars ($50,000,000.00), and (d) the loans to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit Loans. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Revolving Credit Commitment shall be reasonably satisfactory to the Borrower and authorizes the Administrative Agent (any Agents and Collateral Agents to take such bank, financial institution, existing Lender or other person is an “Additional Lender”) action as agent on its behalf and shall become a Lender to exercise such powers under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and the Administrative Agent. Commitments in respect of the Additional Revolving Credit Commitment shall become Commitments under this Agreement after giving effect to such Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as are delegated to the Administrative Agents and the Collateral Agents, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) solely with respect to each Commitment Increase Lender providing a new Revolving Credit Commitment hereunder, 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 Credit Agreement and the other Loan Documents, and shall be reasonably necessary subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. 2.3 Each Commitment Increase Lender hereby agrees to make its new Revolving Credit Commitment or appropriate to effectuate increased Revolving Credit Commitment, as the applicable additional case may be, on the following terms and conditions: (a) The terms and provisions of any Revolving Credit Commitments and Revolving Credit Loans provided in connection with the opinion of Commitment Increase shall be identical to the Administrative Agent. The effectiveness of any Incremental Facility Amendment Revolving Credit Commitments and Revolving Credit Loans under the Credit Agreement as in effect immediately prior to giving effect to this Amendment. (b) Except as expressly set forth in this Amendment, the increased Revolving Credit Commitments and the Revolving Credit Loans made thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each provisions of the applicable conditions set forth in Article 7 [Conditions of Lending Credit Agreement and Issuance of Letters of Credit] (it being understood that all references to the Closing Date in such Article 7 [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Revolving Credit Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.11 [Additional Revolving Credit Commitment], no existing Lender shall be obligated to provide Additional Revolving Credit CommitmentLoan Documents.

Additional Revolving Credit Commitments. Subject (a) The Borrower shall have the right, at any time and from time to time and upon at least 30 days prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Credit Commitments and, subject to the applicable terms and conditions set forth herein, contained in this Agreement and the Borrower may at any time, but not more often than two (2) times during the term of this relevant Additional Revolving Loan Commitment Agreement, request make Revolving Credit Loans pursuant to Section 2.1, it being understood and agreed, however, that (i) no Lender shall be obligated to provide an increase in the Additional Revolving Credit Commitment as a result of any request by the Borrower, (the “ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Revolving Credit Commitment”Commitment and executed and delivered to the Administrative Agent an Additional Revolving Credit Commitment Agreement in respect thereof as provided in Section 2.21(b) and (y) such other conditions set forth in Section 2.21(b) shall have been satisfied, such Lender shall not be obligated to fund any Revolving Credit Loans, or participate in any Letters of Credit, in excess of the amounts provided that (a) immediately prior to and after for in Section 2.1 or 2.19, as the case may be, before giving effect to such Additional Revolving Credit Commitment (and the making of any loans Loan Commitments provided pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom andto this Section 2.21, (biii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Assignee) may so provide an Additional Revolving Credit Commitment shall rank pari passu in right without the consent of payment any other Lender (it being understood and right of security in respect agreed that the consent of the Collateral with Administrative Agent and the existing Revolving Credit Loans, Issuing Lender (csuch consent not to be unreasonably withheld or delayed) the shall be required if any such Additional Revolving Credit Commitments are to be provided by a Person which is not already a Lender), (iv) each provision of Additional Revolving Credit Commitments on a given date pursuant to this Section 2.21 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Assignees who will become Lenders)) of at least $25,000,000, (v) the aggregate amount of all Additional Revolving Credit Commitments permitted to be provided pursuant to this Section 2.21 shall not exceed in the aggregate Fifty Million and 00/100 Dollars $250,000,000, ($50,000,000.00), and (dvi) the loans up-front fees payable to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit Loans. Any additional bank, financial institution, existing any Lender or other Person that elects to extend commitments to provide the providing an Additional Revolving Credit Commitment shall be reasonably satisfactory to as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the Borrower and has requested the Administrative Agent (any such bank, financial institution, then existing Lender or other person is an “Lenders to provide Additional Lender”) and shall become a Lender under this Agreement Revolving Credit Commitments pursuant to an amendment (this Section 2.21 on the “Incremental Facility Amendment”) terms to this Agreement, and, as appropriatebe applicable thereto, the other Loan Documents, executed by the Loan Parties, each Borrower has not received Additional Lender, if any, and the Administrative Agent. Revolving Credit Commitments in respect an aggregate amount equal to that amount of the Additional Revolving Credit 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 Credit Commitments from Persons which would qualify as Eligible Assignees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Assignee in any respect than the terms offered to the Lenders, provided that any such Additional Revolving Credit Commitments provided by any such Eligible Assignee which is not already a Lender shall be in a minimum amount (for such Eligible Assignee) of at least $10,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 2.21(a) shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Revolving Credit Commitments pursuant to this Section 2.21, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Assignee which agrees to provide an Additional Revolving Credit Commitment (each, an "Additional Revolving Credit Lender") shall become execute and deliver to the Administrative Agent an Additional Revolving Credit Commitment Agreement substantially in the form of Exhibit J, 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 Revolving Credit Lender's Additional Revolving Credit Commitment to occur upon delivery of such Additional Revolving Credit 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 2.21(b) to the reasonable satisfaction of the Administrative Agent), and (ii) the Borrower shall, in coordination with the Administrative Agent, repay all outstanding Revolving Credit Loans of the Lenders, and incur additional Revolving Credit Loans from other Lenders in each case so that the Lenders participate in each Borrowing of Revolving Credit Loans pro rata on the basis of their respective Revolving Credit Commitments under this Agreement (after giving effect to any increase in the Revolving Credit Commitments pursuant to this Section 2.21) and with the Borrower being obligated to pay the respective Lenders the costs (if any) of the type referred to in Section 10.4(c) in connection with any such repayment and/or Borrowing and (iv) the Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, 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 opinion of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 3.1 and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Revolving Credit Commitment Date, and (w) on each such date, the Revolving Credit Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Credit Commitments, (x) on each such date Schedule I shall be deemed modified to reflect the revised Revolving Credit Commitments of the affected Lenders, (y) upon surrender of any old Revolving Credit Notes by the respective Additional Revolving Credit Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Borrower), to the extent requested by any Additional Revolving Credit Lender, a new Revolving Credit Note will be issued, at the Borrower's expense, to such Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject Lender to the satisfaction on extent needed to reflect the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions set forth in Article 7 [Conditions of Lending and Issuance of Letters of Credit] (it being understood that all references to the Closing Date in such Article 7 [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional revised Revolving Credit Commitment may of such Lender and (z) on such date with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything an automatic adjustment to the contrary participations by the Lenders in this Section 2.11 [Additional Revolving such Letters of Credit Commitment], no existing Lender shall be obligated and Unpaid Drawings to provide Additional Revolving Credit Commitmentreflect the new Ratable Portions of the Lenders.

Additional Revolving Credit Commitments. Subject to (a) On the terms and conditions set forth hereinAmendment No. 3 Effective Date (as defined below), the Borrower may at any time, but not more often than two (2) times during the term of this Agreement, request an increase in the Additional Revolving Credit Lender shall provide a Revolving Credit Commitment (the “Additional Revolving Credit Commitment”) provided that (a) immediately prior in a principal amount equal to and after giving effect to such its Additional Revolving Credit Commitment (and as set forth in Schedule I attached hereto. The Revolving Credit Commitments of each Revolving Credit Lender under the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or Amended Credit Agreement shall result therefrom and, be as set forth in Schedule II attached hereto. (b) the Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Credit Loans, (c) the The Additional Revolving Credit Commitments shall not exceed in the aggregate Fifty Million and 00/100 Dollars ($50,000,000.00), and (d) the loans to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit LoansCommitments under the Existing Credit Agreement and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Revolving Credit Lenders, of the Amended Credit Agreement and the other Loan Documents. (c) The Additional Revolving Credit Commitments shall constitute a Revolving Credit Commitment Increase pursuant to clause (x) of the second proviso of Section 2.14(a) of the Amended Credit Agreement. Any additional bankFrom and after the Amendment No. 3 Effective Date (as defined below), financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional Revolving Credit Lender shall have all of the rights and obligations of a “Revolving Credit Lender” and a “Revolving Credit Commitment Increase Lender,” and all Additional Revolving Credit Commitments shall be reasonably satisfactory to “Revolving Credit Commitments,” in each case for all purposes of the Borrower Amended Credit Agreement and the Administrative Agent (any such bank, financial institution, existing Lender or other person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Loan Partiesit being understood that (x) all borrowings, each Additional Lendercommitment reductions, if any, prepayments and the Administrative Agent. Commitments in respect repayments of Revolving Credit Loans made under the Additional Revolving Credit Commitment Commitments shall become Commitments be made on a ratable basis with the other Revolving Credit Loans under this Agreement after giving effect to such the Amended Credit Agreement; (y) all participations in Letters of Credit shall be made on a ratable basis among the Revolving Credit Lenders; and (z) the Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions provisions set forth in Article 7 [Conditions Section 2.14(h) of Lending and Issuance of Letters of Credit] (it being understood that all references the Amended Credit Agreement to the Closing Date in such Article 7 [Conditions extent applicable. For the avoidance of Lending doubt and Issuance of Letters of Credit] shall be deemed to refer notwithstanding any provision herein to the Incremental Facility Closing contrary, after the Amendment No. 3 Effective Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Revolving Credit Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything Commitments established pursuant to this Amendment (and the contrary in this Section 2.11 [Additional Revolving Credit Commitment]Loans made pursuant thereto) are to be treated as part of the same series and tranche as the Revolving Credit Commitments (and the Revolving Credit Loans made pursuant thereto) in existence immediately prior to the Amendment No. 3 Effective Date (such Revolving Credit Commitments, no existing Lender shall be obligated to provide the “Existing Revolving Credit Commitments” and such Loans, the “Existing Revolving Credit Loans”) for all purposes under the Amended Credit Agreement, and the Additional Revolving Credit CommitmentCommitments (and the Additional Revolving Credit Loans made pursuant thereto) are to be fungible (for United States federal income tax and all other purposes) with the Existing Revolving Credit Commitments and Existing Revolving Credit Loans.

Additional Revolving Credit Commitments. Subject to (a) On the terms and conditions set forth hereinAmendment No. 5 Effective Date, the Borrower may at any timeeach Additional Revolving Credit Lender shall provide, severally but not more often than two (2) times during the term of this Agreementjointly, request an increase in the a 2022 Revolving Credit Commitment (the “in a principal amount equal to its Additional Revolving Credit Commitment”) provided that (a) immediately prior to and after giving effect to such Additional Revolving Credit Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom and, . (b) Except as otherwise provided in the Additional Revolving Amended Credit Commitment shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Credit LoansAgreement, (c) the Additional Revolving Credit Commitments shall not exceed in the aggregate Fifty Million and 00/100 Dollars ($50,000,000.00), and (d) the loans to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit Loans. Any additional bankCommitments under the Existing Credit Agreement and shall otherwise be subject to the provisions, financial institutionincluding any provisions restricting the rights, existing Lender or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Revolving Credit Lenders, of the Amended Credit Agreement and the other Person that elects to extend commitments to provide the Loan Documents. (c) The Additional Revolving Credit Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.14(a) of the Amended Credit Agreement. From and after the Amendment No. 5 Effective Date, each Additional Revolving Credit Lender shall have all of the rights and obligations of a “Revolving Credit Lender” and a “Revolving Credit Commitment Increase Lender”, and all Additional Revolving Credit Commitments shall be reasonably satisfactory to “2022 Revolving Credit Commitments”, in each case for all purposes of the Borrower Amended Credit Agreement and the Administrative Agent (any such bank, financial institution, existing Lender or other person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Loan Partiesit being understood that (x) all borrowings, each Additional Lendercommitment reductions, if any, prepayments and the Administrative Agent. Commitments in respect repayments of Revolving Credit Loans made under the Additional Revolving Credit Commitment Commitments shall become Commitments be made on a ratable basis with the other Revolving Credit Loans under this Agreement after giving effect to such the Amended Credit Agreement; (y) all participations in Letters of Credit shall be made on a ratable basis among the Revolving Credit Lenders; and (z) the Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions provisions set forth in Article 7 [Conditions Section 2.14(h) of Lending and Issuance of Letters of Credit] (it being understood that all references the Amended Credit Agreement to the Closing Date in such Article 7 [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Revolving Credit Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.11 [Additional Revolving Credit Commitment], no existing Lender shall be obligated to provide Additional Revolving Credit Commitmentextent applicable.

Additional Revolving Credit Commitments. Subject to the terms and conditions set forth herein, the The Borrower may at any time, but not more often than two time prior to the date six (26) times during months after the term date of this Amendment No. 3 to the Credit Agreement, request an upon prior written notice by the Borrower to the Administrative Agent, increase in the Total Revolving Credit Commitment by up to TEN MILLION DOLLARS (the “Additional $10,000,000) with additional Revolving Credit Commitment”Commitments from any existing Lender or new Revolving Credit Commitments from any other Person selected by the Borrower and approved by the Administrative Agent; provided that: (i) provided that any such increase shall be in a minimum principal amount of $5 million and in integral multiples of $5 million in excess thereof; (aii) immediately prior no Default shall be continuing at the time of any such increase; (iii) no existing Lender shall be under any obligation to and after giving effect to such Additional increase its Revolving Credit Commitment (and the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or shall result therefrom and, (b) the Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Credit Loans, (c) the Additional Revolving Credit Commitments shall not exceed in the aggregate Fifty Million and 00/100 Dollars ($50,000,000.00), and (d) the loans such decision whether to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit Loans. Any additional bank, financial institution, existing Lender or other Person that elects to extend commitments to provide the Additional increase its Revolving Credit Commitment shall be reasonably satisfactory to the Borrower in such Lender’s sole and the Administrative Agent absolute discretion; and (iv) any such bank, financial institution, existing new Lender or other person is an “Additional Lender”) and shall become a Lender under join this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Additional Lender, if any, and executing such joinder documents reasonably required by the Administrative Agent. Commitments In connection with any such increase in respect of the Additional Revolving Credit Commitment shall become Commitments under this Agreement after giving effect to such Additional Total Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment (A) Schedule 2.1 shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions set forth in Article 7 [Conditions of Lending and Issuance of Letters of Credit] (it being understood that all references to the Closing Date in such Article 7 [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested revised by the Administrative Agent to reflect the new Revolving Credit Commitments and consistent shall be distributed to the Lenders, (B) with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of respect to any outstanding Letters of Credit]. The proceeds Credit or Reimbursement Obligations, there shall be an automatic adjustment to the participation interests therein in order to reflect the new Revolving Credit Percentages of the Additional each Lender with a Revolving Credit Commitment may be used in accordance and (C) with Section 2.8 [Use respect to any outstanding Revolving Loans, the amount of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.11 [Additional such Revolving Credit Commitment], no existing Loans held by each Lender shall be obligated reallocated in order to provide Additional reflect the new Revolving Credit Percentages of each Lender with a Revolving Credit Commitment.

Additional Revolving Credit Commitments. Subject to the terms and conditions set forth herein(a) On each Specified Increase Effective Date, the Borrower may at any timeeach Additional Revolving Credit Lender shall provide, severally but not more often than two (2) times during the term of this Agreementjointly, request an increase in the a Revolving Credit Commitment (in a principal amount equal to the “Additional Revolving Credit Commitment”) provided that (a) immediately prior to and after giving effect to such amount of its Additional Revolving Credit Commitment (and as set forth in Schedule I attached hereto. The Revolving Credit Commitments of each Revolving Credit Lender under the making Amended Credit Agreement as of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or each Specified Increase Effective Date shall result therefrom and, be as set forth in Schedule II attached hereto. (b) the Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Credit Loans, (c) the The Additional Revolving Credit Commitments shall not exceed in the aggregate Fifty Million and 00/100 Dollars ($50,000,000.00), and (d) the loans to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit Loans. Any additional bankCommitments under the Existing Credit Agreement and shall otherwise be subject to the provisions, financial institutionincluding any provisions restricting the rights, existing Lender or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Revolving Credit Lenders, of the Amended Credit Agreement and the other Person that elects to extend commitments to provide Loan Documents. (c) From and after each Specified Increase Effective Date, the applicable Additional Revolving Credit Commitments shall constitute a Revolving Credit Commitment Increase pursuant to clause (x) of the second proviso of Section 2.14(a) of the Amended Credit Agreement. From and after each Specified Increase Effective Date, each applicable Additional Revolving Credit Lender shall have all of the rights and obligations of a “Revolving Credit Lender” and a “Revolving Credit Commitment Increase Lender,” and all Additional Revolving Credit Commitments shall be reasonably satisfactory to “Revolving Credit Commitments,” in each case for all purposes of the Borrower Amended Credit Agreement and the Administrative Agent (any such bank, financial institution, existing Lender or other person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by it being understood that (x) all borrowings, commitment reductions, prepayments and repayments of Revolving Credit Loans made under the Loan PartiesAdditional Revolving Credit Commitments shall be made on a ratable basis with the other Revolving Credit Loans under the Amended Credit Agreement; (y) all participations in Letters of Credit shall be made on a ratable basis among the Revolving Credit Lenders; and (z) the Additional Revolving Credit Commitments shall be subject to the provisions set forth in Section 2.14(h) of the Amended Credit Agreement to the extent applicable. For the avoidance of doubt and notwithstanding any provision herein to the contrary, each after the applicable Specified Increase Effective Date, the applicable Additional LenderRevolving Credit Commitments established pursuant to this Amendment (and the Additional Revolving Credit Loans made pursuant thereto) are to be treated as part of the same series and tranche as the Revolving Credit Commitments (and the Revolving Credit Loans made pursuant thereto) in existence immediately prior to such Specified Increase Effective Date (such Revolving Credit Commitments, if anythe “Existing Revolving Credit Commitments” and, such Loans, the “Existing Revolving Credit Loans”) for all purposes under the Amended Credit Agreement, and the Administrative Agent. applicable Additional Revolving Credit Commitments (and the Additional Revolving Credit Loans made pursuant thereto) are to be fungible (for United States federal income tax and all other purposes) with the Existing Revolving Credit Commitments and Existing Revolving Credit Loans. (d) Notwithstanding anything herein to the contrary, if either Specified Increase Effective Date has not occurred on or prior to May 31, 2020, then the obligations hereunder in respect of the Additional Revolving Credit Commitment shall become Commitments under this Agreement after giving effect with respect to such Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment Specified Increase Effective Date shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions set forth in Article 7 [Conditions of Lending and Issuance of Letters of Credit] (it being understood that all references to the Closing Date in such Article 7 [Conditions of Lending and Issuance of Letters of Credit] shall be deemed to refer to the Incremental Facility Closing Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Revolving Credit Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything to the contrary in this Section 2.11 [Additional Revolving Credit Commitment], no existing Lender shall be obligated to provide Additional Revolving Credit Commitmentcome into effect.

Additional Revolving Credit Commitments. Subject to (a) On the terms and conditions set forth hereinAmendment No. 1 Effective Date (as defined below), the Borrower may at any timeeach Additional Revolving Credit Lender shall provide, severally but not more often than two (2) times during the term of this Agreementjointly, request an increase in the a Revolving Credit Commitment (the “Additional Revolving Credit Commitment”) provided that (a) immediately prior in a principal amount equal to and after giving effect to such its Additional Revolving Credit Commitment (and as set forth in Schedule I attached hereto. The Revolving Credit Commitments of each Revolving Credit Lender under the making of any loans pursuant thereto), no Event of Default or Potential Default has occurred or is continuing or Amended Credit Agreement shall result therefrom and, be as set forth in Schedule II attached hereto. (b) the Additional Revolving Credit Commitment shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolving Credit Loans, (c) the The Additional Revolving Credit Commitments shall not exceed in the aggregate Fifty Million and 00/100 Dollars ($50,000,000.00), and (d) the loans to be made pursuant to such Additional Revolving Credit Commitment shall have the same terms as the Revolving Credit Loans. Any additional bankCommitments under the Existing Credit Agreement and shall otherwise be subject to the provisions, financial institutionincluding any provisions restricting the rights, existing Lender or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Revolving Credit Lenders, of the Amended Credit Agreement and the other Person that elects to extend commitments to provide the Loan Documents. (c) The Additional Revolving Credit Commitments shall constitute a Revolving Credit Commitment Increase pursuant to clause (z) of the second proviso of Section 2.14(a) of the Amended Credit Agreement. From and after the Amendment No. 1 Effective Date (as defined below), each Additional Revolving Credit Lender shall have all of the rights and obligations of a “Revolving Credit Lender” and a “Revolving Credit Commitment Increase Lender,” and all Additional Revolving Credit Commitments shall be reasonably satisfactory to “Revolving Credit Commitments,” in each case for all purposes of the Borrower Amended Credit Agreement and the Administrative Agent (any such bank, financial institution, existing Lender or other person is an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (the “Incremental Facility Amendment”) to this Agreement, and, as appropriate, the other Loan Documents, executed by the Loan Partiesit being understood that (x) all borrowings, each Additional Lendercommitment reductions, if any, prepayments and the Administrative Agent. Commitments in respect repayments of Revolving Credit Loans made under the Additional Revolving Credit Commitment Commitments shall become Commitments be made on a ratable basis with the other Revolving Credit Loans under this Agreement after giving effect to such the Amended Credit Agreement; (y) all participations in Letters of Credit shall be made on a ratable basis among the Revolving Credit Lenders; and (z) the Additional Revolving Credit Commitment. The Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate to effectuate the applicable additional Revolving Credit Commitments in the opinion of the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the applicable conditions provisions set forth in Article 7 [Conditions Section 2.14(h) of Lending and Issuance of Letters of Credit] (it being understood that all references the Amended Credit Agreement to the Closing Date in such Article 7 [Conditions extent applicable. For the avoidance of Lending doubt and Issuance of Letters of Credit] shall be deemed to refer notwithstanding any provision herein to the Incremental Facility Closing contrary, after the Amendment No. 1 Effective Date), and except as otherwise specified in the Incremental Facility Amendment, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Article 7 [Conditions of Lending and Issuance of Letters of Credit]. The proceeds of the Additional Revolving Credit Commitment may be used in accordance with Section 2.8 [Use of Proceeds] but not for any purpose otherwise prohibited hereunder. Notwithstanding anything Commitments established pursuant to this Amendment (and the contrary in this Section 2.11 [Additional Revolving Credit Commitment]Loans made pursuant thereto) are to be treated as part of the same series and tranche as the Revolving Credit Commitments (and the Revolving Credit Loans made pursuant thereto) in existence immediately prior to the Amendment No. 1 Effective Date (such Revolving Credit Commitments, no existing Lender shall be obligated to provide the “Existing Revolving Credit Commitments” and such Loans, the “Existing Revolving Credit Loans”) for all purposes under the Amended Credit Agreement, and the Additional Revolving Credit CommitmentCommitments (and the Additional Revolving Credit Loans made pursuant thereto) are to be fungible (for United States federal income tax and all other purposes) with the Existing Revolving Credit Commitments and Existing Revolving Credit Loans.