Common use of Effectiveness of Increase Clause in Contracts

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, (B) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company and acknowledged by the Administrative Agent and (C) such certificates or other documents from the Borrowers reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.12:00 noon, New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, (B) an agreementagreement (a “Revolving Credit Commitment Increase Supplement”), in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment reflecting such Assuming Revolving Credit Lender’s increased Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrowers and acknowledged by the Administrative Agent and (C) such certificates certificates, legal opinions or other documents from the Borrowers reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement Revolving Credit Commitment Increase Supplement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate certificates, legal opinions and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company Borrowers and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at At the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c2.10(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances Credit shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.12:00 noon, New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, (B) an agreementagreement (a “Revolving Credit Commitment Increase Supplement”), in form and substance satisfactory to the Company Borrower and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment reflecting such Assuming Revolving Credit Lender’s increased Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrower and acknowledged by the Administrative Agent and (C) such certificates certificates, legal opinions or other documents from the Borrowers Borrower reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement Revolving Credit Commitment Increase Supplement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate certificates, legal opinions and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company Borrower and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, to the Borrowers extent such Revolving Credit Commitment Increase is an Incremental Revolving Credit Commitment Tranche, the Borrower shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any the Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.182.17; provided that notwithstanding the foregoing, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c2.10(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances Credit shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit new or additional Commitment of each Increasing Revolving Credit Additional Commitment Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.2:00 p.m., New York City time, on such Revolving Credit Commitment Increase Date, of of: (A) a certificate of executed by a duly authorized officer Responsible Officer of the Company Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (ce) have been satisfied, ; (B) an agreement, in form and substance satisfactory to the Company Borrower and the Administrative Agent, pursuant to whichwhich each such Additional Commitment Lender shall, effective as of such Revolving Credit Commitment Increase Date, as applicable, provide a new or additional Commitment hereunder in the Revolving Credit Commitment of each such Increasing Revolving Credit amount specified therein and (if not then an existing Lender) become a Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitmenthereunder, in each case duly executed by each such Increasing Revolving Credit Additional Commitment Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrower and acknowledged by the Administrative Agent and Agent; and (C) such certificates or other documents from evidence of authority of the Borrowers reasonably requested by Borrower to effect such Commitment Increase as the Administrative Agent in connection with such Revolving Credit Commitment Increasemay reasonably request. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Additional Commitment Lender referred to in clause (B) above, together with the certificate and certificates and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the effectiveness of the relevant Revolving Credit Commitment Increase to the Company Borrower and the Lenders (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election which notice of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date effectiveness shall be reallocated among conclusive and binding on the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increaseparties hereto.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit new or additional Commitment of each Increasing Revolving Credit Additional Commitment Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of of: (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, ; (B) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to whichwhich such Additional Commitment Lender shall, effective as of such Revolving Credit Commitment Increase Date, as applicable, provide a new or additional Commitment hereunder in the Revolving Credit Commitment of each such Increasing Revolving Credit amount specified therein and (if not then an existing Lender) become a Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitmenthereunder, in each case duly executed by such Increasing Revolving Credit Additional Commitment Lender or Assuming Revolving Credit Lender, as the case may be, and the Company and acknowledged by the Administrative Agent and Agent; and (C) such certificates or other documents from evidence of authority of the Borrowers Company to effect such Commitment Increase as the Administrative Agent may reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment IncreaseAgent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Additional Commitment Lender referred to in clause (B) above, together with the certificate and and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender). On each Revolving Credit Commitment Increase Date, if any Revolving Loans are then outstanding, the Company and/or the other Borrowers shall simultaneously (i) prepay in full the outstanding borrow Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit or certain of the Lenders (including, if applicable, any Assuming Revolving Credit Lender) and/or prepay revolving Loans of all or certain of the Lenders such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iiiii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase2.14.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.12:00 noon, New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph clause (c) have been satisfied, (B) an agreementagreement (a “Revolving Credit Commitment Increase Supplement”), in form and substance satisfactory to the Company Borrower and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment reflecting such Assuming Revolving Credit Lender’s increased Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrower and acknowledged by the Administrative Agent and (C) such certificates certificates, legal opinions or other documents from the Borrowers Borrower reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement Revolving Credit Commitment Increase Supplement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate certificates, legal opinions and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company Borrower and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, to the Borrowers extent such Revolving Credit Commitment Increase is an Incremental Revolving Credit Commitment Tranche, the Borrower shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any the Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.182.17; provided that notwithstanding the foregoing, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c2.10(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances Credit shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, (B) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company and acknowledged by the Administrative Agent and (C) such certificates or other documents from the Borrowers reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s 's receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, Date the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c)2.15. Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, Credit and Acceptances Swingline Loans shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance Swingline Loan equal to, the Revolving Credit Lenders’ ' respective Revolving Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit or such AcceptanceSwingline Loan, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.12:00 noon, New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, (B) an agreementagreement (a “Revolving Credit Commitment Increase Supplement”), in form and substance satisfactory to the Company Borrower and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment reflecting such Assuming Revolving Credit Lender’s increased Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrower and acknowledged by the Administrative Agent and (C) such certificates certificates, legal opinions or other documents from the Borrowers Borrower reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase.Revolving

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, (B) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company and acknowledged by the Administrative Agent and (C) such certificates or other documents from the Borrowers reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.182.15; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c2.08(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, Acceptances and Acceptances Swingline Loans shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit Credit, Acceptance and Acceptance Swingline Loan equal to, the Revolving Credit Lenders’ respective Revolving Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit Credit, such Acceptance or such AcceptanceSwingline Loan, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, (B) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company and acknowledged by the Administrative Agent and (C) such certificates or other documents from the Borrowers reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.182.15; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c2.08(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, Acceptances and Acceptances Swingline Loans shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit Credit, Acceptance and Acceptance Swingline Loan equal to, the Revolving Credit Lenders’ respective Revolving Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit Credit, such Acceptance or such AcceptanceSwingline Loan, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, (B) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company and acknowledged by the Administrative Agent and (C) such certificates or other documents from the Borrowers reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s 's receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.182.15; provided that that, notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c2.08(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, Credit and Acceptances Swingline Loans shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance Swingline Loan equal to, the Revolving Credit Lenders’ ' respective Revolving Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit or such AcceptanceSwingline Loan, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit new or additional Commitment of each Increasing Revolving Credit Additional Commitment Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of of: (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, ; (B) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to whichwhich such Additional Commitment Lender shall, effective as of such Revolving Credit Commitment Increase Date, as applicable, provide a new or additional Commitment hereunder in the Revolving Credit Commitment of each such Increasing Revolving Credit amount specified therein and (if not then an existing Lender) become a Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitmenthereunder, in each case duly executed by such Increasing Revolving Credit Additional Commitment Lender or Assuming Revolving Credit Lender, as the case may be, and the Company and acknowledged by the Administrative Agent and Agent; and (C) such certificates or other documents from evidence of authority of the Borrowers Company to effect such Commitment Increase as the Administrative Agent may reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment IncreaseAgent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Additional Commitment Lender referred to in clause (B) above, together with the certificate and and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender). On each Revolving Credit Commitment Increase Date, if any Revolving Loans are then outstanding, the Company and/or the other Borrowers shall simultaneously (i) prepay in full the outstanding borrow Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit or certain of the Lenders (including, if applicable, any Assuming Revolving Credit Lender) and/or prepay revolving Loans of all or certain of the Lenders such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iiiii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c)2.15. Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances Credit shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Applicable Percentage of the aggregate amount available to be drawn under each such Letter of Credit or such Acceptance, as applicableCredit, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit new or additional Commitment of each Increasing Revolving Credit Additional Commitment Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.2:00 p.m., New York City time, on such Revolving Credit Commitment Increase Date, of of: (A) a certificate of executed by a duly authorized officer Responsible Officer of the Company Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (ce) have been satisfied, ; (B) an agreement, in form and substance satisfactory to the Company Borrower and the Administrative Agent, pursuant to whichwhich each such Additional Commitment Lender shall, effective as of such Revolving Credit Commitment Increase Date, as applicable, provide a new or additional Commitment hereunder in the Revolving Credit Commitment of each such Increasing Revolving Credit amount specified therein and (if not then an existing Lender) become a Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitmenthereunder, in each case duly executed by each such Increasing Revolving Credit Additional Commitment Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrower and acknowledged by the Administrative Agent and Agent; and (C) such certificates or other documents from evidence of authority of the Borrowers reasonably requested by Borrower to effect such Commitment Increase as the Administrative Agent in connection with such Revolving Credit Commitment Increasemay reasonably request. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Additional Commitment Lender referred to in clause (B) above, together with the certificate and certificates and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the effectiveness of the relevant Revolving Credit Commitment Increase to the Company Borrower and the Lenders (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit new or additional Commitment of each Increasing Revolving Credit Additional Commitment Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.2:00 p.m., New York City time, on such Revolving Credit Commitment Increase Date, of of: (A) a certificate of executed by a duly authorized officer of the Company Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (ce) have been satisfied, ; (B) an agreement, in form and substance satisfactory to the Company Borrower and the Administrative Agent, pursuant to whichwhich each such Additional Commitment Lender shall, effective as of such Revolving Credit Commitment Increase Date, as applicable, provide a new or additional Commitment hereunder in the Revolving Credit Commitment of each such Increasing Revolving Credit amount specified therein and (if not then an existing Lender) become a Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitmenthereunder, in each case duly executed by each such Increasing Revolving Credit Additional Commitment Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrower and acknowledged by the Administrative Agent and Agent; and (C) such certificates or other documents from evidence of authority of the Borrowers reasonably requested by Borrower to effect such Commitment Increase as the Administrative Agent in connection with such Revolving Credit Commitment Increasemay reasonably request. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Additional Commitment Lender referred to in clause (B) above, together with the certificate and certificates and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company Borrower and the Lenders (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender). On each Revolving Credit Commitment Increase Date, Date the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested (a) request funding of Syndicated Loans by each Additional Commitment Lender for whom a Commitment Increase is then effective in accordance such amounts and with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments Interest Periods as may be required (after giving effect to the partial payment provided for in clause (ii) below) to cause each outstanding Syndicated Borrowing to be held by all Lenders (including such Revolving Credit Additional Commitment IncreaseLenders) ratably in proportion to the Commitments and (iiiii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of direct the Administrative Agent to apply the proceeds of such funding to the partial prepayment of Syndicated Borrowings outstanding to Lenders immediately before giving effect to such Commitment Increase, ratably in its sole discretionproportion to the amount outstanding owing to them before giving effect to such Commitment Increase. Each Lender will have the right to request compensation under Section 2.16 in respect of such partial prepayment, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c)therein provided. Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances Credit shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Applicable Percentage of the aggregate amount available to be drawn under each such Letter of Credit or such Acceptance, as applicableCredit, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.12:00 noon, New York City time, on such Revolving Credit Commitment Increase Date, of (Ai) a certificate of a duly authorized officer of the Company Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) Section 2.18 have been satisfied, (Bii) an agreementagreement (a “Revolving Commitment Increase Supplement”), in form and substance satisfactory to the Company Borrower and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment reflecting such Assuming Revolving Lender’s Revolving Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrower and acknowledged by the Administrative Agent and (Ciii) such certificates certificates, legal opinions or other documents from the Borrowers Borrower reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement Revolving Commitment Increase Supplement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (Bii) above, together with the certificate certificates, legal opinions and other documents referred to in clauses (Ai) and (Ciii) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company Borrower and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at At the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such any Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c)2.18. Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances Credit shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit new or additional Commitment of each Increasing Revolving Credit Additional Commitment Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.2:00 p.m., New York City time, on such Revolving Credit Commitment Increase Date, of of: (A) a certificate of executed by a duly authorized officer Financial Officer of the Company Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (ce) have been satisfied, ; (B) an agreement, in form and substance satisfactory to the Company Borrower and the Administrative Agent, pursuant to whichwhich each such Additional Commitment Lender shall, effective as of such Revolving Credit Commitment Increase Date, as applicable, provide a new or additional Commitment hereunder in the Revolving Credit Commitment of each such Increasing Revolving Credit amount specified therein and (if not then an existing Lender) become a Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitmenthereunder, in each case duly executed by each such Increasing Revolving Credit Additional Commitment Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrower and acknowledged by the Administrative Agent and Agent; and (C) such certificates or other documents from evidence of authority of the Borrowers reasonably requested by Borrower to effect such Commitment Increase as the Administrative Agent in connection with such Revolving Credit Commitment Increasemay reasonably request. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Additional Commitment Lender referred to in clause (B) above, together with the certificate and certificates and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company Borrower and the Lenders (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender). On each Revolving Credit Commitment Increase Date, Date the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested (a) request funding of Syndicated Loans by each Additional Commitment Lender for whom a Commitment Increase is then effective in accordance such amounts and with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments Interest Periods as may be required (after giving effect to the partial payment provided for in clause (ii) below) to cause each outstanding Syndicated Borrowing to be held by all Lenders (including such Revolving Credit Additional Commitment IncreaseLenders) ratably in proportion to the Commitments and (iiiii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of direct the Administrative Agent to apply the proceeds of such funding to the partial prepayment of Syndicated Borrowings outstanding to Lenders immediately before giving effect to such Commitment Increase, ratably in its sole discretionproportion to the amount outstanding owing to them before giving effect to such Commitment Increase. Each Lender will have the right to request compensation under Section 2.16 in respect of such partial prepayment, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c)therein provided. Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances Credit shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Applicable Percentage of the aggregate amount available to be drawn under each such Letter of Credit or such Acceptance, as applicableCredit, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Company Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, (B) an agreement, in form and substance satisfactory to the Company Borrower and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Borrower and acknowledged by the Administrative Agent and (C) such certificates or other documents from the Borrowers Borrower reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company Borrower and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, Date the Borrowers Borrower shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any the Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c)2.15. Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, Credit and Acceptances Swingline Loans shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance Swingline Loan equal to, the Revolving Credit Lenders’ respective Revolving Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit or such AcceptanceSwingline Loan, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit new or additional Commitment of each Increasing Revolving Credit Additional Commitment Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m.2:00 p.m., New York City time, on such Revolving Credit Commitment Increase Date, of of: (A) a certificate of executed by a duly authorized officer Responsible Officer of the Company Parent Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (ce) have been satisfied, ; (B) an agreement, in form and substance satisfactory to the Company Parent Borrower and the Administrative Agent, pursuant to whichwhich each such Additional Commitment Lender shall, effective as of such Revolving Credit Commitment Increase Date, as applicable, provide a new or additional Commitment hereunder in the Revolving Credit Commitment of each such Increasing Revolving Credit amount specified therein and (if not then an existing Lender) become a Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitmenthereunder, in each case duly executed by each such Increasing Revolving Credit Additional Commitment Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Parent Borrower and acknowledged by the Administrative Agent and Agent; and (C) such certificates or other documents from evidence of authority of the Borrowers reasonably requested by Parent Borrower to effect such Commitment Increase as the Administrative Agent in connection with such Revolving Credit Commitment Increasemay reasonably request. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Additional Commitment Lender referred to in clause (B) above, together with the certificate and certificates and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the effectiveness of the relevant Revolving Credit Commitment Increase to the Company Parent Borrower and the Lenders (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit new or additional Commitment of each Increasing Revolving Credit Additional Commitment Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of of: (A) a certificate of a duly authorized senior officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, ; (B) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to whichwhich such Additional Commitment Lender shall, effective as of such Revolving Credit Commitment Increase Date, as applicable, provide a new or additional Commitment hereunder in the Revolving Credit Commitment of each such Increasing Revolving Credit amount specified therein and (if not then an existing Lender) become a Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitmenthereunder, in each case duly executed by such Increasing Revolving Credit Additional Commitment Lender or Assuming Revolving Credit Lender, as the case may be, and the Company and acknowledged by the Administrative Agent and Agent; and (C) such certificates or other documents from evidence of authority of the Borrowers reasonably requested by Company to effect such Commitment Increase as the Administrative Agent in connection with such Revolving Credit Commitment Increasemay reasonably request. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Additional Commitment Lender referred to in clause (B) above, together with the certificate and and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender). On each Revolving Credit Commitment Increase Date, if any Revolving Loans are then outstanding under the Tranche of Commitments that is subject to such increase, the Company and/or the other Borrowers shall simultaneously (i) prepay in full the outstanding borrow Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all or certain of the Lenders under such Tranche and/or prepay Revolving Credit Loans of all or certain of the Lenders (including, if applicable, any Assuming Revolving Credit Lender) under such Tranche such that, after giving effect thereto, the Revolving Credit Loans under such Tranche are held ratably by the Revolving Credit Lenders under such Tranche in accordance with their respective Revolving Credit Commitments under such Tranche (after giving effect to such Revolving Credit Commitment Increase) and (iiiii) pay to the Revolving Credit such Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent 2.15 in its sole discretion, any Revolving Credit Loans outstanding on connection with such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c)prepayments. Upon each such Revolving Credit Commitment IncreaseIncrease under the Multicurrency Commitments, the participation interests of the Revolving Credit Multicurrency Lenders in the then outstanding Letters of Credit, and Acceptances Credit shall automatically be adjusted to reflect, and each Revolving Credit such Multicurrency Lender (including, if applicable, including each Assuming Revolving Credit LenderAdditional Commitment Lender holding a Multicurrency Commitment) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit such Multicurrency Lenders’ respective Revolving Applicable Percentage of the aggregate amount available to be drawn under each such Letter of Credit or such Acceptance, as applicableCredit, after giving effect to such increase.

Effectiveness of Increase. Each Revolving Credit Commitment Increase (and the increase of the Revolving Credit new or additional Commitment of each Increasing Revolving Credit Additional Commitment Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, of of: (A) a certificate of the Companies executed by a duly authorized officer of the each Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph (c) have been satisfied, ; (B) an agreement, in form and substance satisfactory to the Company Companies and the Administrative Agent, pursuant to whichwhich each such Additional Commitment Lender shall, effective as of such Revolving Credit Commitment Increase Date, as applicable, provide a new or additional Commitment hereunder in the Revolving Credit Commitment of each such Increasing Revolving Credit amount specified therein and (if not then an existing Lender) become a Lender shall be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitmenthereunder, in each case duly executed by each such Increasing Revolving Credit Additional Commitment Lender or Assuming Revolving Credit Lender, as the case may be, and the Company Companies and acknowledged by the Administrative Agent and Agent; and (C) such certificates or other documents from evidence of authority of the Borrowers reasonably requested by Companies to effect such Commitment Increase as the Administrative Agent in connection with such Revolving Credit Commitment Increasemay reasonably request. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Additional Commitment Lender referred to in clause (B) above, together with the certificate and certificates and/or other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company Companies and the Lenders (including, if applicable, including each Assuming Revolving Credit Additional Commitment Lender). On each Revolving Credit Commitment Increase Date, Date the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower the Borrowers shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit including each Additional Commitment Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increase2.15.

Effectiveness of Increase. Each Any Incremental Revolving Credit Loan Commitment Increase (and the increase of the Revolving Credit Commitment of each Increasing Revolving Credit Lender and/or the new Revolving Credit Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall will become effective as of such Increased Amount Date; provided that: (i) no Potential Event of Default or Event of Default will exist on such Increased Amount Date before or after giving effect to (a) such Incremental Revolving Loan Commitment and (b) the making of any Incremental Revolving Loans pursuant thereto; (ii) Administrative Agent and the Lenders shall have received from Company a Compliance Certificate demonstrating that Company is in compliance on a pro forma basis with subsection 7.6 before and after giving effect to (a) such Incremental Revolving Loan Commitment and (b) the making of any Incremental Revolving Loans pursuant thereto; (iii) the proceeds of any Incremental Revolving Loan will be used for general corporate purposes of Company and its Subsidiaries or as otherwise permitted under subsection 2.5; Ruths_Second Amended and Restated Credit Agreement (2) (iv) such Incremental Revolving Loan Commitment (and the Incremental Revolving Loans made pursuant thereto) will constitute Obligations of Company and will be secured and guaranteed with the other Obligations on a pari passu basis; (v) in the case of each Incremental Revolving Loan Commitment (the terms of which will be set forth in the relevant Lender Joinder Agreement): (a) such Incremental Revolving Credit Loan Commitment Increase will terminate on the Revolving Loan Commitment Termination Date upon receipt and all Incremental Revolving Loans made pursuant thereto will mature on the Revolving Loan Commitment Termination Date; (b) the interest rate margin(s) and/or unused fees for such Incremental Revolving Loan Commitment will be determined on the applicable Increased Amount Date by the Administrative Agent, on or prior the applicable Incremental Lenders, and Company, each acting reasonably, and shall be consistent with margins and unused fees for companies with credit profiles similar to 9:00 a.m., New York City time, on such Revolving Credit Commitment Increase Date, that of (A) a certificate of a duly authorized officer of the Company stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph Company; (c) have been satisfiedthe outstanding Revolving Loans and Pro Rata Shares of Swing Line Loans and Letter of Credit Usage will be reallocated by Administrative Agent on the applicable Increased Amount Date among the Revolving Lenders (including the Incremental Lenders providing such Incremental Revolving Loan Commitment) in accordance with their revised Pro Rata Shares (and the Revolving Lenders (including the Incremental Lenders providing such Incremental Revolving Loan Commitment) agree to make all payments and adjustments necessary to effect such reallocation and Company will pay any and all costs required pursuant to subsection 2.6D in connection with such reallocation as if such reallocation were a repayment); and (d) all other terms and conditions applicable to such Incremental Revolving Loan Commitment and the Incremental Revolving Loans made pursuant thereto will, except to the extent otherwise provided in this subsection 2.10, be identical to the terms and conditions applicable to the then existing Revolving Loan Commitments and Revolving Loans; (Bvi) any Incremental Lender with an agreementIncremental Revolving Loan Commitment will be entitled to the same voting rights as the existing Revolving Lenders and any Incremental Revolving Loans made in connection with each Incremental Revolving Loan Commitment will receive proceeds of prepayments on the same basis as the other Revolving Loans made hereunder; (vii) such Incremental Revolving Loan Commitments will be effected pursuant to one or more Lender Joinder Agreements executed and delivered by Company, Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in form and substance satisfactory to the Company and the opinion of Administrative Agent, pursuant to which, effective as effect the provisions of such Revolving this subsection 2.10); and Ruths_Second Amended and Restated Credit Commitment Increase Date, as applicable, the Revolving Credit Commitment of each such Increasing Revolving Credit Lender shall Agreement (2) (viii) Company will deliver or cause to be increased or each such Assuming Revolving Credit Lender shall undertake a Revolving Credit Commitment, in each case duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Company and acknowledged by the Administrative Agent and (C) such certificates delivered any customary legal opinions or other documents from (including a resolution duly adopted by the Borrowers board of directors (or equivalent governing body) of each Loan Party authorizing such Incremental Revolving Loan Commitment) reasonably requested by the Administrative Agent in connection with any such Revolving Credit Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate and other documents referred to in clauses (A) and (C) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Revolving Credit Lender). On each Revolving Credit Commitment Increase Date, the Borrowers shall simultaneously (i) prepay in full the outstanding Revolving Credit Loans (if any) held by the Revolving Credit Lenders immediately prior to giving effect to the relevant Revolving Credit Commitment Increase, (ii) if any Borrower shall have so requested in accordance with this Agreement, borrow new Revolving Credit Loans from all Revolving Credit Lenders (including, if applicable, any Assuming Revolving Credit Lender) such that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase) and (iii) pay to the Revolving Credit Lenders the amounts, if any, payable under Section 2.18; provided that notwithstanding the foregoing, at the election of the Administrative Agent in its sole discretion, any Revolving Credit Loans outstanding on such Revolving Credit Commitment Increase Date shall be reallocated among the Revolving Credit Lenders (with Revolving Credit Lenders making any required payments to each other) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.11(c). Upon each such Revolving Credit Commitment Increase, the participation interests of the Revolving Credit Lenders in the then outstanding Letters of Credit, and Acceptances shall automatically be adjusted to reflect, and each Revolving Credit Lender (including, if applicable, each Assuming Revolving Credit Lender) shall have a participation in each such Letter of Credit and Acceptance equal to, the Revolving Credit Lenders’ respective Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit or such Acceptance, as applicable, after giving effect to such increasetransaction.