Common use of Facility Increase Clause in Contracts

Facility Increase. (a) The Borrower may (no more frequently than three times after the Closing Date (in minimum increments of $50,000,000) during the term of the Revolving Credit Facility) request the Lenders or other Eligible Assignees acceptable to the Administrative Agent in its reasonable discretion to provide additional Commitments (a “Facility Increase”) up to an aggregate amount during the term of the Revolving Credit Facility not in excess of $200,000,000; provided, however, that (i) the Borrower shall have given the Administrative Agent at least 60 days’ written notice of its intention to effect the Facility Increase and the desired amount of such Facility Increase, (ii) there shall exist no Default or Event of Default as of the Facility Increase Effective Date (as defined below) or after giving effect to the Facility Increase to occur on that date and the other conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of the Facility Increase Effective Date, (iii) an opinion of counsel to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determined.

Facility Increase. Borrower may by written notice to the Administrative Agent elect to request on one or more occasions (i) the establishment of one or more additional term loan commitments (each, an “Additional Term Loan Commitment”; and the term loans made pursuant to such Additional Term Loan Commitments are referred to herein as “Additional Term Loans”) and/or (ii) an increase in the aggregate Revolving Commitments, so long as after giving affect to any such request the aggregate amount of Additional Term Loan Commitments and increases in the aggregate Revolving Commitments does not exceed $200.0 million. Each such notice shall specify (a) The the date (each, an “Increased Amount Date”) on which Borrower proposes that the Additional Term Loan Commitments and/or increase in Revolving Commitments, as the case may (no be, shall be effective, which shall be a date not less than 10 Business Days nor more frequently than three times 90 days after the Closing Date date on which such notice is delivered to the Administrative Agent or such earlier date as may reasonably be acceptable to the Administrative Agent and (b) the amount of the Additional Term Loan Commitments being requested (which shall be in minimum increments of $50,000,000) during 5.0 million and a minimum amount of $25.0 million, or the term of amount equal to the then remaining Additional Term Loan Commitment. Each Revolving Credit Facility) request Lender shall, by notice to the Lenders or other Eligible Assignees acceptable to Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Revolving Commitments by all or a portion of such Revolving Lender’s pro rata portion of the offered amount or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have so declined). Each Term Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to make such Additional Term Loan Commitment by all or a portion of such Term Lender’s pro rata portion of the offered amount or decline to make such Additional Term Loan Commitment (and any Term Lender that does not deliver such a notice within such period of 10 days shall be deemed to have so declined). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to this Section 2.18, the amount of the Additional Term Loan Commitments agreed to are less than the Additional Term Loan Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities to extend Additional Term Loan Commitments in its reasonable discretion to provide additional Commitments (a “Facility Increase”) up to an aggregate amount during equal to the term of the Revolving Credit Facility not in excess of $200,000,000unsubscribed amount; provided, however, that (i) each Additional Lender, if not already a Lender hereunder, shall be subject to the Borrower shall have given prior approval of the Administrative Agent at least 60 days’ written notice (and, in the case of an increase in the Revolving Commitments, the Issuing Bank), which consent shall not be unreasonably withheld or delayed (each, an “Additional Lender”); provided that any Lender approached to provide all or a portion of the Additional Term Loan Commitments or increase in Revolving Commitments, as the case may be, may elect or decline, in its intention sole discretion, to effect provide an Additional Term Loan Commitment or increase its Revolving Commitment. Any such Additional Term Loan Commitments and increase in the Facility Increase and the desired amount aggregate Revolving Commitments shall become effective, as of such Facility Increase, Increased Amount Date; provided that (ii1) there shall exist no Default or Event of Default as of shall exist on the Facility Increase Effective Increased Amount Date (as defined below) before or immediately after giving effect to such Additional Term Loan Commitments or increase in Revolving Commitments, as the Facility Increase to occur on that date and case may be; (2) Borrower shall be in pro forma compliance with each of the other conditions precedent to a Borrowing covenants set forth in Section 3.2 are satisfied 6.07 as of the Facility Increase Effective Datelast day of the most recently ended fiscal quarter for which financial statements are available to Borrower after giving effect to such Additional Term Loan Commitments or increase in Revolving Commitments, as the case may be; and (iii3) an opinion of counsel the Additional Term Loan Commitments or increase in Revolving Commitments, as the case may be, shall be effected pursuant to the Loan Parties one or more joinder agreements (in form and substance reasonable acceptable) executed and from counsel reasonably satisfactory to the delivered by Borrower, Administrative Agent and addressed the corresponding Lenders, and each of which shall be recorded in the Register. Any Additional Term Loans made on an Increased Amount Date shall, for all purposes, constitute “Term Loans” hereunder. On any Increased Amount Date on which any Additional Term Loan Commitments are effective, subject to the Facility Agentssatisfaction of the foregoing terms and conditions, (i) each Additional Lender with an Additional Term Loan Commitment shall make an Additional Term Loan to Borrower in an amount equal to its Additional Term Loan Commitment, and (ii) each Additional Lender with an Additional Term Loan Commitment shall become a Lender hereunder with respect to the Issuers Additional Term Loan Commitment and the Additional Term Loans made pursuant thereto. Administrative Agent shall notify Lenders dated promptly upon receipt of Borrower’s notice of each Increased Amount Date of the Facility Increase Effective Date Additional Term Loan Commitments or the increase in Revolving Commitments and addressing such matters as the Additional Lenders, if any. The terms and provisions of the Additional Term Loans and Additional Term Loan Commitments shall be identical to the initial Term Loans made hereunder. The Additional Term Loans will constitute Obligations hereunder for all purposes of this Agreement and the Security Documents and will be secured by the Collateral securing the other Obligations. The parties hereto acknowledge and agree that the Administrative Agent may reasonably request shall be delivered hereunder or pursuant to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (includingany Joinder Agreement may, without limitationthe consent of any other Lenders, resolutions of effect such amendments to this Agreement and the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral other Loan Documents as are may be necessary oror appropriate, in the reasonable opinion of the Administrative Agent, desirable to ensure effect the provisions of this Section 2.18, including, without limitation, conforming amendments (which may be in the form of an amendment and restatement) to provide for the Additional Term Loans to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Loans; provided that such amendments may not alter the borrowings obligations of the Loan Parties under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but Loan Documents except as provided in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedthis Section.

Facility Increase. (a) The Borrower may (no more frequently than three times after the Closing Date (in minimum increments of $50,000,000) during the term of the Revolving Credit Facility) request the Lenders or other Eligible Assignees acceptable may, at any time and from time to time, by notice to the Administrative Agent in its reasonable discretion to provide additional Commitments Agent, request an increase (a “Facility Increase”) up to an aggregate in the Aggregate Revolving Credit Commitment (within the limitations herein provided), which notice shall set forth the amount during the term of such requested Facility Increase. The Aggregate Revolving Credit Commitment may be so increased either by having one or more New Revolving Credit Lenders become Lenders under the Revolving Credit Facility and/or by having any one or more of the then existing Lenders under the Revolving Credit Facility (at their respective election in their sole discretion) that have been approved by the Borrower, the Administrative Agent and each of the Arrangers (such approvals by the Administrative Agent and each of the Arrangers not in excess to be unreasonably withheld or delayed), increase the amount of $200,000,000; providedtheir Revolving Credit Commitments, however, provided that (i) the Borrower shall have given the Administrative Agent at least 60 days’ written notice of its intention to effect the each Facility Increase and the desired shall be in an amount of such Facility Increasenot less than $5,000,000, (ii) there shall exist no Default or Event of Default as of the Facility Increase Effective Date (as defined below) or after giving effect to the Facility Increase Increase, the Aggregate Revolving Credit Facility Commitment shall not exceed the Aggregate Revolving Credit Facility Limit, (iii) no Unmatured Event of Default or Default exists or would exist after giving effect to occur on that date and the other conditions precedent to a Borrowing Facility Increase, (iv) all financial covenants set forth in Section 3.2 are 7.28 would be satisfied as of on a pro forma basis for the Facility Increase Effective Datemost recent determination period, (iii) an opinion of counsel after giving effect to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as if it occurred on the Administrative Agent shall reasonably request last day of such determination period (including, without limitation, resolutions of the Borrower authorizing the borrowings under the and assuming such Facility Increase is fully borrowed) and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) any Facility Increase shall be on the Borrower shall have paid terms and pursuant to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid documentation applicable to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedRevolving Credit Facility.

Facility Increase. (a) The Borrower may (no more frequently than three times after the Closing Date (in minimum increments of $50,000,000) during the term of the Revolving Credit Facility) request the Lenders or other Eligible Assignees acceptable may, at any time and from time to time, by notice to the Administrative Agent Agent, request an increase in its reasonable discretion to provide additional Commitments the Aggregate Commitment (a “Facility Increase”), which notice shall set forth the amount of such requested Facility Increase. Such Facility Increase may be effected (i) up to an aggregate amount during the term of by having one or more New Lenders become Lenders under the Revolving Credit Facility and/or (ii) by having any one or more of the then-existing Lenders under the Revolving Credit Facility (at their respective election in their sole discretion), in each case, that have been approved by the Borrower and the Administrative Agent (such approval by the Administrative Agent not in excess to be unreasonably withheld or delayed), increase the amount of $200,000,000; providedtheir existing Commitments, however, provided that (i) the Borrower shall have given the Administrative Agent at least 60 days’ written notice of its intention to effect the each Facility Increase and the desired shall be in an amount of such Facility Increasenot less than $5,000,000, (ii) there shall exist no Default or Event of Default as of the Facility Increase Effective Date (as defined below) or after giving effect to the Facility Increase Increase, the Aggregate Commitment shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to occur on that date and the other conditions precedent to a Borrowing Facility Increase, (iv) all financial covenants set forth in Section 3.2 are 7.27 would be satisfied as on a pro forma basis for the most recent determination period, assuming that the Loans outstanding on the date of effectiveness of the Facility Increase Effective Date, (iii) an opinion had been outstanding on the last day of counsel to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents)determination period, (v) the Borrower any Facility Increase shall have paid be pursuant to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) this Agreement, and (vi) the Borrower terms and conditions of any Facility Increase (for the avoidance of doubt, not including upfront fees paid in respect of such increased commitments) shall have paid be the same as the terms and conditions applicable to the Lenders providing Revolving Credit Facility; provided that if there is more than one Termination Date at the time of effectiveness of a Facility Increase, the Termination Date for the Facility Increase a fee required in order to clear shall be the market in an amount to be determinedlatest Termination Date.

Facility Increase. (a) The Borrower may may, at any time and from time to time, by notice to the Administrative Agent, request (no more frequently than three times after the Closing Date (i) an increase in minimum increments of $50,000,000) during the term of the Revolving Credit Commitments of any Series with the latest Revolving Credit Facility Termination Date, (ii) the establishment of a new Series of Revolving Credit Commitments (each of clauses (i) and (ii) a “Revolving Facility Increase”), (iii) the establishment of a term loan credit facility (an “Incremental Term Facility” and the term loans thereunder the “Incremental Term Loans”) request or (iv) increase the principal amount of any existing Incremental Term Facility (each of clauses (iii) and (iv), a “Term Facility Increase”), which notice shall set forth the amount of such requested Facility Increase. Such Facility Increase may be effected (x) in the case of a Revolving Facility Increase, (i) by having one or more New Revolving Credit Lenders become Lenders under the applicable Revolving Credit Facility and/or (ii) by having any one or other Eligible Assignees acceptable to more of the then existing Lenders under the applicable Revolving Credit Facility (at their respective election in their sole discretion), in each case, that have been approved by the Borrower, the Administrative Agent and each Issuing Bank (such approvals by the Administrative Agent and each Issuing Bank not to be unreasonably withheld or delayed), increase the amount of their existing Revolving Credit Commitments or (y) in its reasonable discretion to provide additional Commitments (the case of a “Term Facility Increase”, (i) up to by having one or more Persons that are Eligible Assignees (except that no such Person shall require the approval of any Issuing Bank) become Lenders under an aggregate amount during the term Incremental Term Facility and/or (ii) by having one or more of the Revolving Credit then existing Lenders under the applicable Incremental Term Facility not (at their respective election in excess their sole discretion), in each case, that has been approved by the Borrower, increase the amount of $200,000,000; providedtheir Incremental Term Loans (each such Person, howeveran “Incremental Term Lender”), provided that (i) the Borrower shall have given the Administrative Agent at least 60 days’ written notice of its intention to effect the each Facility Increase and the desired shall be in an amount of such Facility Increasenot less than $5,000,000, (ii) there shall exist no Default or Event of Default as of the Facility Increase Effective Date (as defined below) or after giving effect to the Facility Increase Increase, the Aggregate Facilities Amount shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to occur on that date and the other conditions precedent to a Borrowing Facility Increase, (iv) all financial covenants set forth in Section 3.2 are 7.27 would be satisfied as on a pro forma basis for the most recent determination period, assuming that the Revolving Credit Loans and Incremental Term Loans outstanding on the date of effectiveness of the Facility Increase Effective Date, (iii) an opinion had been outstanding on the last day of counsel to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents)determination period, (v) any Facility Increase shall be pursuant to this Agreement, (vi) if such Facility Increase is to increase (1) the Borrower Revolving Credit Commitments of an existing Series of Revolving Credit Facility or (2) the Incremental Term Loans of an existing Incremental Term Facility, the terms and conditions of such Facility Increase shall be the same as the terms and conditions applicable to such existing Series or such Incremental Term Facility, as applicable, (vii) if a Facility Increase establishes a new Series of Revolving Credit Facility, (1) such new Series shall mature no earlier than the latest Revolving Credit Facility Termination Date then in effect, (2) no new Series shall have paid to an all-in-yield (taking into account the Administrative Agent a fee to be determined interest rate, any interest rate “floors” and any upfront fees) greater than any Series of Revolving Credit Facility then in effect and (but in any event reasonably acceptable to Group3) except as permitted by clauses (1) and (vi2), all other terms and conditions of the new Series shall be the same as the terms and conditions of each existing Series of Revolving Credit Facilities and (viii) if a Facility Increase establishes a new Incremental Term Facility, all terms and conditions (other than amortization, maturity and pricing (including any upfront fees)) of the new Incremental Term Facility shall be the same as the terms and conditions of each existing Series of Revolving Credit Facilities and each of the Incremental Term Lenders shall have the same rights and obligations hereunder as a Revolving Credit Lender; provided that (A) the Incremental Term Loans shall be funded in full (and any commitments therefor shall be deemed terminated upon such funding in full) on the applicable Increase Date (as defined below), (B) the Borrower shall not have paid the ability to reborrow any Incremental Term Loans once repaid, (C) the Incremental Term Lenders providing shall not be required to make any Revolving Credit Ratable Advances and shall not receive Undrawn Fees and (D) the Facility Increase a fee required in order to clear the market in an amount to be determinedIncremental Term Lenders shall not have any rights or obligations under Article IV and shall not receive Letter of Credit Fees.

Facility Increase. (a) The Borrower Company may (no more frequently than three times request from time to time after the Closing Effective Date (i) one or more increases in minimum increments the Term Loan Commitments or additional tranches of $50,000,000term loans (each a “Term Loan Increase”), (ii) during the term addition of a revolving credit facility (the “Revolving Credit Facility”) request and one or more increases in the Lenders or other Eligible Assignees acceptable to the Administrative Agent in its reasonable discretion to provide additional Commitments commitments under such Revolving Credit Facility (each a “Facility Revolving Credit Increase”) up to an aggregate amount during and (iii) the term addition of a letter of credit facility (the Revolving “Letter of Credit Facility”) and one or more increases in the commitments under such Letter of Credit Facility not in excess (each a “Letter of $200,000,000Credit Increase”) under this Agreement; provided, however, that (iA) the Borrower shall have given the Administrative Agent at least 60 days’ written notice of its intention to effect the Facility Increase and the desired aggregate principal amount of all such Facility Increase, Increases shall not exceed (ii1) there shall exist no Default or Event of Default as of $300,000,000 plus (2) in the Facility Increase Effective Date event (x) all obligations and commitments under the Multi-Currency Credit Agreement have been “Fully Satisfied” (as defined belowunder the Multi-Currency Credit Agreement) or (which obligations and commitments have not been otherwise refinanced) and (y) the Loans and the other Payment Obligations are secured by a Lien on the Multi-Currency Collateral with the same priority as the Liens securing the obligations and commitments under the Multi-Currency Credit Agreement prior to the “Full Satisfaction” (as defined under the Multi-Currency Credit Agreement) of such obligations and commitments, $200,000,000 and (B) each such Facility Increase (together with any other such Facility Increase being effected on the same date) shall be in an amount not less than $25,000,000 and integral multiples of $5,000,000 in excess thereof; provided, however, that, after giving effect to the each Facility Increase and any loans and commitments thereunder (and any Permitted Acquisition consummated in connection therewith, whether prior to occur on that date and the other conditions precedent to a Borrowing set forth in Section 3.2 are satisfied or concurrently with such Facility Increase), as of the Facility Increase Effective Datelast day of the fiscal period with respect to which financial statements have been most recently delivered pursuant to Section 10.1, (iii) an opinion of counsel to the Loan Parties Company shall be in form pro forma compliance with Section 11.1 and substance and from counsel reasonably satisfactory shall have delivered to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase financial information as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and to demonstrate such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedpro forma compliance.

Facility Increase. (a) The Borrower may (no more frequently than three times request from time to time after the Closing Effective Date (in minimum increments of $50,000,000) during the term of the Revolving Credit Facility) request the Lenders or other Eligible Assignees acceptable upon at least 30 days’ written notice to the Administrative Agent an increase in its reasonable discretion to provide additional the Commitments (a the “Facility Increase”) up in the aggregate principal amount not to an aggregate amount during exceed $50,000,000. Nothing in this Agreement shall be construed to obligate the term of Administrative Agent or any Lender to negotiate, solicit, provide or commit to the Revolving Credit Facility not in excess of $200,000,000Increase; provided, however, that (i) if any existing Lender shall not elect to increase its Commitment by written notice within ten Business Days following receipt of Borrower’s request for the Facility Increase, the Borrower shall have given the may solicit such commitments from Eligible Assignees that are not existing Lenders. The Administrative Agent at least 60 days’ written notice shall promptly notify each applicable Lender or Eligible Assignee, as applicable, of the proposed Facility Increase and of the proposed terms and conditions therefor. Each such Lender or other Eligible Assignee may, in its intention sole discretion, commit to effect participate in the Facility Increase and the desired amount of such Facility Increase, (ii) there shall exist no Default or Event of Default as of the Facility Increase Effective Date (as defined below) or after giving effect by forwarding its commitment therefor to the Facility Increase to occur on that date Administrative Agent. The Administrative Agent, upon receipt of written commitments from such Lenders and the other conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of the Facility Increase Effective Date, (iii) an opinion of counsel to the Loan Parties Eligible Assignees in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility AgentsBorrower, shall promptly notify the Issuers Borrower of such commitments and the Lenders dated the Facility Increase Effective Date and addressing Borrower shall allocate, in its sole discretion, to each such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings Lender or Eligible Assignee commitments with respect to the Facility Increase as not to exceed the amount of written commitments received from such Lender or Eligible Assignee. The Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent, which agreement shall not be unreasonably withheld or delayed (the “Facility Increase Date”); provided, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent to the Facility Increase) shall have been satisfied on or prior to the Facility Increase Date. The Administrative Agent shall reasonably request (includingnotify the Lenders and the Borrower, without limitationon or before 1:00 p.m., resolutions New York City time, on the first Business Day following the Facility Increase Date of the Borrower authorizing the borrowings under effectiveness of the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, shall record in the reasonable opinion Register all applicable additional information in respect of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedIncrease.

Facility Increase. (a) The Borrower may (no more frequently than three times after may, prior to the Closing Date (Maturity Date, request an increase in minimum increments the Aggregate Commitments up to an aggregate principal amount of $50,000,000) during 75,000,000 (the term of the Revolving Credit Facility) request the Lenders or other Eligible Assignees acceptable to the Administrative Agent in its reasonable discretion to provide additional Commitments (a “Facility Increase”) and may request that consenting Lenders (“Increasing Lenders”) make additional Loans up to an the aggregate amount during the term of the Revolving Credit Facility not in excess of $200,000,000such increased Aggregate Commitment; provided, howeverthat no Lender shall be obligated to increase its Commitment. Borrowers may make a written request for such Facility Increase to Administrative Agent, that (i) who shall forward a copy of any such request to the Borrower Lender, which request shall have given the Administrative Agent at least 60 days’ written notice of its intention to effect specify a proposed effective date for the Facility Increase and the desired aggregate amount of such increased Aggregate Commitment and shall constitute an invitation to each Lender to increase its Commitment under this Agreement consistent with the requested Facility Increase. Each Lender, acting in its sole discretion and with no obligation to increase its Commitment under the Facility Increase shall by written notice advise Borrower and Administrative Agent whether or not such Lender agrees to all or any portion of such Facility Increase. If any such Lender shall not have responded affirmatively within ten (10) Business Days, such Lender shall be deemed to have rejected in full Borrower’s request for an increase in such Lender’s Commitment. With respect to the Facility Increase and the funding of additional Loans, (iia) there each Increasing Lender, Administrative Agent and Borrower shall exist have executed and delivered an amendment to this Agreement, in form and substance satisfactory to each Increasing Lender and Administrative Agent, (b) Borrower shall have provided such additions to the Collateral as may be required in connection with the Facility Increase, (c) all fees and other amounts payable by Borrower in connection with such Facility Increase shall have been paid, (d) no Default or Event of Default as shall have occurred and be continuing or would result from such Facility Increase and (e) all other terms and conditions of the Facility Increase Effective Date (as defined below) or after giving effect shall be satisfactory to each Increasing Lender and, to the Facility Increase to occur on that date and extent affecting the other conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as duties of the Facility Increase Effective DateAdministrative Agent, (iii) an opinion of counsel to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determined.

Facility Increase. (a) The Borrower may (no more frequently than three times after request, in writing, an increase in the Closing Date (in minimum increments of $50,000,000) during the term of the aggregate Revolving Credit Facility) request Commitments by up to $20,000,000 (the Lenders or other Eligible Assignees acceptable to the Administrative Agent in its reasonable discretion to provide additional Commitments (a “"Facility Increase”) up to an aggregate amount during the term of the Revolving Credit Facility not in excess of $200,000,000"); provided, however, that such increase will only become effective if (i) the Borrower shall have given the Administrative Agent at least 60 days’ written 10 Business Days' notice of its intention to effect the a Facility Increase and the desired amount of such Facility Increase, (ii) there shall exist at the time of and after giving effect to such increase, the Borrower is in pro forma compliance with the financial covenants set forth in Article V (Financial Covenants) hereof, (iii) no Default or Event of Default as of the has occurred and is continuing, (iv) at least one Lender agrees to participate in such Facility Increase Effective Date (as defined below) or after giving effect an Eligible Assignee or Eligible Assignees acceptable to the Facility Increase Arranger in its sole and absolute discretion agrees to occur on that date and accept the other offer of such increase as provided below), (v) the conditions precedent to a Borrowing set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) are satisfied as of the Facility Increase Effective Datesuch date, and (iiivi) an opinion of counsel to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility AgentsAdministrative Agent, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as any Lender through the Administrative Agent may reasonably request shall be delivered to the Administrative Agent. The Borrower shall have the right to offer such increase to (x) the existing Lenders, and each existing Lender will have the right, but not the obligation, to commit to all or a portion of the proposed increase or (ivy) other Eligible Assignees acceptable to the Arranger in its sole and absolute discretion; provided, however, that the minimum Revolving Credit Commitment of each such new Eligible Assignee accepting a Revolving Credit Commitment as part of such Facility Increase equals or exceeds $5,000,000, and such Lender or Eligible Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or a portion of such Facility Increase and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each a "Facility Increase Effective Date"), the Revolving Credit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee on the Facility Increase Effective Date. In the event there are Lenders and Eligible Assignees that have committed to a Facility Increase in excess of the maximum amount requested (or permitted), then the Administrative Agent shall have received the right to allocate such other documentscommitments, agreementsfirst to Lenders and then to Eligible Assignees, certificates and writings with respect to the Facility Increase as on whatever basis the Administrative Agent shall reasonably request (including, without limitation, resolutions of determines is appropriate in consultation with the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedBorrower.

Facility Increase. (a) The Borrower Representative may (no more frequently than three times after the Closing Date (from time to time request an increase in minimum increments of $50,000,000) during the term of the Revolving Credit Facility) request Maximum Amount and the Lenders or other Eligible Assignees acceptable to the Administrative Agent in its reasonable discretion to provide additional aggregate Revolving Loan Commitments (a “Facility Increase”) up to by an aggregate amount during of up to $25,000,000 (each such increase, a "Facility Increase"). Each Facility Increase shall be made on notice given by Borrower Representative to Agent no later than 12:00 noon (New York City time) 30 days prior to the term date of the Revolving Credit proposed Facility not in excess Increase. Each such notice (a "Notice of $200,000,000; provided, however, that Facility Increase") shall (i) specify the Borrower shall have given the Administrative Agent at least 60 days’ written notice date of its intention to effect the such proposed Facility Increase and (the desired amount of such "Facility IncreaseIncrease Effective Date"), (ii) there specify the aggregate amount of such proposed Facility Increase, which shall exist be in an amount not less than $10,000,000 (the "Facility Increase Amount"), and (iii) certify that, at such time, no Default or Event of Default as shall have occurred and be continuing (provided that by accepting a requested Facility Increase, Borrower shall be deemed to have represented to Lenders that no Default or Event of Default shall have occurred and be continuing at the time the Facility Increase becomes effective). Agent shall give each Lender prompt notice of Agent's receipt of a Notice of Facility Increase. Agent may approach the existing Lenders to provide the Facility Increase, or, at Borrowers' request, Agent shall invite such other financial institutions selected by Borrowers and reasonably acceptable to Agent to provide the Facility Increase and become Lenders (such existing Lenders and other financial institutions, the "Offerees"). Each Offeree shall have until 3:00 p.m. (New York City time) on the fifth Business Day preceding the Facility Increase Effective Date (as defined below) to commit in writing to all or after giving effect a portion of the Facility Increase. If the Offerees deliver commitments with respect to such Facility Increase in an amount in excess of the Facility Increase Amount, then Agent shall allocate the Facility Increase to the Offerees committing to the Facility Increase to occur on that date and the other conditions precedent to a Borrowing set forth any basis Agent determines appropriate in Section 3.2 are satisfied as of consultation with Borrower Representative. On the Facility Increase Effective Date, (iiiA) each Offeree committing to a portion of such Facility Increase shall execute an opinion of counsel to the Loan Parties in form and substance and from counsel assumption agreement reasonably satisfactory to Agent pursuant to which such Offeree agrees to be bound by the Administrative Agent terms of this Agreement as a Lender, (B) the Revolving Credit Maximum Amount and addressed the Revolving Loan Commitments will be increased by the Facility Increase Amount in accordance with the allocations determined by Agent, and (C) each Lender, after giving effect to such Facility Increase, shall purchase or sell the Loans held by it from or to the other Lenders, as directed by Agent, such that after giving effect to such purchases and sales each Lender holds its ratable portion of the outstanding Loans. If the commitments of the Offerees in respect of such Facility AgentsIncrease are less than the Facility Increase Amount, the Issuers and none of the Lenders dated shall have any obligation to commit to the uncommitted portion of such Facility Increase, and Borrower Representative may elect either to reduce the Facility Increase Amount accordingly (but if less than $10,000,000, Agent shall have consented to such lesser amount) or to terminate the request for a Facility Increase. Notwithstanding the foregoing, no Facility Increase shall be effected unless the conditions set forth in Section 9.2 are satisfied on the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request Date. No Lender shall be delivered obligated to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect commit to any portion of the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedAmount.

Facility Increase. Borrowers may from time to time request an increase in the Revolver Credit Maximum Amount and the aggregate Revolver Commitments by an aggregate amount of up to $50,000,000 (a) The Borrower may (no more frequently than three times after the Closing Date (in minimum increments of $50,000,000) during the term of the Revolving Credit Facility) request the Lenders or other Eligible Assignees acceptable to the Administrative Agent in its reasonable discretion to provide additional Commitments (each such increase, a “Facility Increase”). Each Facility Increase shall be made on notice given by any Borrower to Agent no later than 12:00 noon (Central time) up 30 days prior to an aggregate amount during the term date of the Revolving Credit proposed Facility not in excess Increase. Each such notice (a “Notice of $200,000,000; provided, however, that Facility Increase”) shall (i) specify the Borrower shall have given the Administrative Agent at least 60 days’ written notice date of its intention to effect the such proposed Facility Increase and (the desired amount of such “Facility IncreaseIncrease Effective Date”), (ii) there specify the aggregate amount of such proposed Facility Increase, which shall exist be in an amount not less than $10,000,000 (the “Facility Increase Amount”), and (iii) certify that, (a) at such time, no Default or Event of Default as shall have occurred and be continuing (provided that by accepting a requested Facility Increase, Borrower shall be deemed to have represented to Lenders that no Default or Event of Default shall have occurred and be continuing at the time the Facility Increase becomes effective), (b) all representations and warranties shall be true and correct in all material respects immediately prior to and immediately after giving effect to, the incurrence of the Facility Increase and (c) resolutions attached to such notice are true, correct and complete resolutions of Borrowers authorizing such Facility Increase. Agent shall give each Lender prompt notice of Agent’s receipt of a Notice of Facility Increase. Each Lender, in its sole and absolute discretion, may notify the Agent within ten Business Days after the Notice of Facility Increase whether or not it agrees to provide part of the Facility Increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. If the existing Lenders do not agree to the full amount of the Facility Increase, then the Agent may approach the existing Lenders to provide the Facility Increase, or, at Borrowers’ request, Agent shall invite such other financial institutions selected by Borrowers and reasonably acceptable to Agent to provide the Facility Increase and become Lenders (such existing Lenders and other financial institutions, the “Offerees”). Each Offeree shall have until 3:00 p.m. (Central time) on the fifth Business Day preceding the Facility Increase Effective Date (as defined below) to commit in writing to all or after giving effect a portion of the Facility Increase. If the Offerees deliver commitments with respect to such Facility Increase in an amount in excess of the Facility Increase Amount, then Agent shall allocate the Facility Increase to the Offerees committing to the Facility Increase to occur on that date and the other conditions precedent to a Borrowing set forth any basis Agent determines appropriate in Section 3.2 are satisfied as of consultation with Borrower Agent. On the Facility Increase Effective Date, (iiiA) each Offeree committing to a portion of such Facility Increase shall execute an opinion assumption agreement satisfactory to Agent pursuant to which such Offeree agrees to be bound by the terms of counsel this Agreement as a Lender, (B) the Revolver Credit Maximum Amount and the Revolver Commitments will be increased by the Facility Increase Amount in accordance with the allocations determined by Agent, and (C) each Lender, after giving effect to such Facility Increase, shall purchase or sell the Loans held by it from or to the Loan Parties other Lenders, as directed by Agent, such that after giving effect to such purchases and sales each Lender holds its ratable portion of the outstanding Loans. If the commitments of the Offerees in form respect of such Facility Increase are less than the Facility Increase Amount, none of the Lenders shall have any obligation to commit to the uncommitted portion of such Facility Increase, and substance Borrowers may elect either to reduce the Facility Increase Amount accordingly or to terminate the request for a Facility Increase. Upon the effective date of any Facility Increase, Agent shall have received, if requested, opinion letters, promissory notes and from counsel such other agreements, documents and instruments reasonably requested by and reasonably satisfactory to Agent in its reasonable discretion evidencing and setting for the Administrative Agent and addressed to conditions of the Facility AgentsIncrease. Notwithstanding the foregoing, no Facility Increase shall be effected unless the Issuers and the Lenders dated conditions set forth in Section 6.2 are satisfied on the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedDate.

Facility Increase. (a) The Borrower may request, in writing, an increase in the aggregate Revolving Credit Commitments by up to the sum of (no more frequently than three times after x) $150,000,000 and (y) the Closing Date (in minimum increments of $50,000,000) during the term aggregate amount of the Revolving Credit Facility) request the Lenders or other Eligible Assignees acceptable to the Administrative Agent in its reasonable discretion to provide additional Commitments (a “Facility Increase”) up to an aggregate amount during the term of the Revolving Credit Facility not in excess of $200,000,000Rejecting Lenders that have been terminated on their Scheduled Termination Date (the "FACILITY INCREASE"); providedPROVIDED, howeverHOWEVER, that such increase will only become effective if (i) the Borrower shall have given the Administrative Agent at least 60 days’ written 10 Business Days' notice of its intention to effect the a Facility Increase and the desired amount of such Facility Increase, (ii) there shall exist at the time of and after giving effect to such increase, the Borrower is in PRO FORMA compliance with the financial covenants set forth in ARTICLE V hereof, (iii) no Default or Event of Default as of has occurred and is continuing or would result therefrom, and (iv) the Facility Increase Effective Date (as defined below) or after giving effect to the Facility Increase to occur on that date and the other conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of such date. The Borrower shall have the right to offer such increase to (x) the existing Lenders, and each existing Lender will have the right, but not the obligation, to commit to all or a portion of the proposed increase or (y) other Eligible Assignees acceptable to the Administrative Agent and each Issuer in its respective sole and absolute discretion; PROVIDED, HOWEVER, that the minimum Revolving Credit Commitment of each such new Eligible Assignee accepting a Revolving Credit Commitment as part of such Facility Increase equals or exceeds $5,000,000, and such Lender or Eligible Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or a portion of such Facility Increase and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each a "FACILITY INCREASE EFFECTIVE DATE"), the Revolving Credit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee on the Facility Increase Effective Date, (iii) an opinion of counsel . In the event there are Lenders and Eligible Assignees that have committed to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the a Facility Increase Effective Date and addressing such matters as in excess of the Administrative Agent may reasonably request shall be delivered to the Administrative Agentmaximum amount requested (or permitted), (iv) then the Administrative Agent shall have received the right to allocate such other documentscommitments, agreementsfirst to Lenders and then to Eligible Assignees, certificates and writings with respect to the Facility Increase as on whatever basis the Administrative Agent shall reasonably request (including, without limitation, resolutions of determines is appropriate in consultation with the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedBorrower.

Facility Increase. (a) The Borrower Representative may (no more frequently than three times after the Closing Date (from time to time request an increase in minimum increments of $50,000,000) during the term of the Revolving Credit Facility) request Maximum Amount and the Lenders or other Eligible Assignees acceptable aggregate Revolving Loan Commitments by an aggregate amount of up to the Administrative Agent in its reasonable discretion to provide additional Commitments $25,000,000 (each such increase, a “Facility Increase”). Each Facility Increase shall be made on notice given by Borrower Representative to Agent no later than 12:00 noon (New York City time) up 30 days prior to an aggregate amount during the term date of the Revolving Credit proposed Facility not in excess Increase. Each such notice (a “Notice of $200,000,000; provided, however, that Facility Increase”) shall (i) specify the Borrower shall have given the Administrative Agent at least 60 days’ written notice date of its intention to effect the such proposed Facility Increase and (the desired amount of such “Facility IncreaseIncrease Effective Date”), (ii) there specify the aggregate amount of such proposed Facility Increase, which shall exist be in an amount not less than $10,000,000 (the “Facility Increase Amount”), and (iii) certify that, at such time, no Default or Event of Default as shall have occurred and be continuing (provided that by accepting a requested Facility Increase, Borrower shall be deemed to have represented to Lenders that no Default or Event of Default shall have occurred and be continuing at the time the Facility Increase becomes effective). Agent shall give each Lender prompt notice of Agent’s receipt of a Notice of Facility Increase. Agent may approach the existing Lenders to provide the Facility Increase, or, at Borrowers’ request, Agent shall invite such other financial institutions selected by Borrowers and reasonably acceptable to Agent to provide the Facility Increase and become Lenders (such existing Lenders and other financial institutions, the “Offerees”). Each Offeree shall have until 3:00 p.m. (New York City time) on the fifth Business Day preceding the Facility Increase Effective Date (as defined below) to commit in writing to all or after giving effect a portion of the Facility Increase. If the Offerees deliver commitments with respect to such Facility Increase in an amount in excess of the Facility Increase Amount, then Agent shall allocate the Facility Increase to the Offerees committing to the Facility Increase to occur on that date and the other conditions precedent to a Borrowing set forth any basis Agent determines appropriate in Section 3.2 are satisfied as of consultation with Borrower Representative. On the Facility Increase Effective Date, (iiiA) each Offeree committing to a portion of such Facility Increase shall execute an opinion assumption agreement satisfactory to Agent pursuant to which such Offeree agrees to be bound by the terms of counsel this Agreement as a Lender, (B) the Revolving Credit Maximum Amount and the Revolving Loan Commitments will be increased by the Facility Increase Amount in accordance with the allocations determined by Agent, and (C) each Lender, after giving effect to such Facility Increase, shall purchase or sell the Loans held by it from or to the Loan Parties other Lenders, as directed by Agent, such that after giving effect to such purchases and sales each Lender holds its ratable portion of the outstanding Loans. If the commitments of the Offerees in form and substance and from counsel reasonably satisfactory respect of such Facility Increase are less than the Facility Increase Amount, none of the Lenders shall have any obligation to commit to the Administrative Agent uncommitted portion of such Facility Increase, and addressed Borrower Representative may elect either to reduce the Facility AgentsIncrease Amount accordingly or to terminate the request for a Facility Increase. Notwithstanding the foregoing, no Facility Increase shall be effected unless the Issuers and the Lenders dated conditions set forth in Section 9.2 are satisfied on the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedDate.

Facility Increase. (a) The Administrative Borrower may request, in writing, an increase in the aggregate Revolving Credit Commitments by up to the sum of (no more frequently than three times after x) $150,000,000 and (y) the Closing Date (in minimum increments of $50,000,000) during the term aggregate amount of the Revolving Credit Facility) request Commitments of the Rejecting Lenders or other Eligible Assignees acceptable to that have been terminated on their Scheduled Termination Date (the Administrative Agent in its reasonable discretion to provide additional Commitments (a “Facility Increase”) up to an aggregate amount during the term of the Revolving Credit Facility not in excess of $200,000,000); provided, however, that such increase will only become effective if (i) the Administrative Borrower shall have given the Administrative Agent at least 60 days10 Business Days’ written notice of its intention to effect the a Facility Increase and the desired amount of such Facility Increase, (ii) there shall exist at the time of and after giving effect to such increase, the Administrative Borrower is in pro forma compliance with the financial covenants set forth in Article V hereof, (iii) no Default or Event of Default as of has occurred and is continuing or would result therefrom, and (iv) the Facility Increase Effective Date (as defined below) or after giving effect to the Facility Increase to occur on that date and the other conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of such date. The Administrative Borrower shall have the right to offer such increase to (x) the existing Lenders, and each existing Lender will have the right, but not the obligation, to commit to all or a portion of the proposed increase or (y) other Eligible Assignees acceptable to the Administrative Agent and each Issuer in its respective sole and absolute discretion; provided, however, that the minimum Revolving Credit Commitment of each such new Eligible Assignee accepting a Revolving Credit Commitment as part of such Facility Increase equals or exceeds $5,000,000, and such Lender or Eligible Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or a portion of such Facility Increase and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each a “Facility Increase Effective Date”), the Revolving Credit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee on the Facility Increase Effective Date, (iii) an opinion of counsel . In the event there are Lenders and Eligible Assignees that have committed to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the a Facility Increase Effective Date and addressing such matters as in excess of the Administrative Agent may reasonably request shall be delivered to the Administrative Agentmaximum amount requested (or permitted), (iv) then the Administrative Agent shall have received the right to allocate such other documentscommitments, agreementsfirst to Lenders and then to Eligible Assignees, certificates and writings with respect to the Facility Increase as on whatever basis the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, determines is appropriate in the reasonable opinion of consultation with the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedBorrower.

Facility Increase. Borrowers may from time to time request an increase in the Revolver Credit Maximum Amount and the aggregate Revolver Commitments by an aggregate amount of up to $50,000,000 (a) The Borrower may (no more frequently than three times after the Closing Date (in minimum increments of $50,000,000) during the term of the Revolving Credit Facility) request the Lenders or other Eligible Assignees acceptable to the Administrative Agent in its reasonable discretion to provide additional Commitments (each such increase, a “Facility Increase”). Each Facility Increase shall be made on notice given by any Borrower to Agent no later than 12:00 noon (Central time) up 30 days prior to an aggregate amount during the term date of the Revolving Credit proposed Facility not in excess Increase. Each such notice (a “Notice of $200,000,000; provided, however, that Facility Increase”) shall (i) specify the Borrower shall have given the Administrative Agent at least 60 days’ written notice date of its intention to effect the such proposed Facility Increase and (the desired amount of such “Facility IncreaseIncrease Effective Date”), (ii) there specify the aggregate amount of such proposed Facility Increase, which shall exist be in an amount not less than $10,000,000 (the “Facility Increase Amount”), and (iii) certify that, (a) at such time, no Default or Event of Default as shall have occurred and be continuing (provided that by accepting a requested Facility Increase, Borrower shall be deemed to have represented to Lenders that no Default or Event of Default shall have occurred and be continuing at the time the Facility Increase becomes effective) and (b) all representations and warranties shall be true and correct in all material respects immediately prior to and immediately after giving effect to, the incurrence of the Facility Increase. Agent shall give each Lender prompt notice of Agent’s receipt of a Notice of Facility Increase. Each Lender, in its sole and absolute discretion, may notify the Agent within ten Business Days after the Notice of Facility Increase whether or not it agrees to provide part of the Facility Increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. If the existing Lenders do not agree to the full amount of the Facility Increase, then the Agent may approach the existing Lenders to provide the Facility Increase, or, at Borrowers’ request, Agent shall invite such other financial institutions selected by Borrowers and reasonably acceptable to Agent to provide the Facility Increase and become Lenders (such existing Lenders and other financial institutions, the “Offerees”). Each Offeree shall have until 3:00 p.m. (Central time) on the fifth Business Day preceding the Facility Increase Effective Date (as defined below) to commit in writing to all or after giving effect a portion of the Facility Increase. If the Offerees deliver commitments with respect to such Facility Increase in an amount in excess of the Facility Increase Amount, then Agent shall allocate the Facility Increase to the Offerees committing to the Facility Increase to occur on that date and the other conditions precedent to a Borrowing set forth any basis Agent determines appropriate in Section 3.2 are satisfied as of consultation with Borrower Agent. On the Facility Increase Effective Date, (iiiA) each Offeree committing to a portion of such Facility Increase shall execute an opinion assumption agreement satisfactory to Agent pursuant to which such Offeree agrees to be bound by the terms of counsel this Agreement as a Lender, (B) the Revolver Credit Maximum Amount and the Revolver Commitments will be increased by the Facility Increase Amount in accordance with the allocations determined by Agent, and (C) each Lender, after giving effect to such Facility Increase, shall purchase or sell the Loans held by it from or to the Loan Parties other Lenders, as directed by Agent, such that after giving effect to such purchases and sales each Lender holds its ratable portion of the outstanding Loans. If the commitments of the Offerees in form respect of such Facility Increase are less than the Facility Increase Amount, none of the Lenders shall have any obligation to commit to the uncommitted portion of such Facility Increase, and substance Borrowers may elect either to reduce the Facility Increase Amount accordingly or to terminate the request for a Facility Increase. Upon the effective date of any Facility Increase, Agent shall have received, if requested, opinion letters, promissory notes and from counsel such other agreements, documents and instruments reasonably requested by and reasonably satisfactory to Agent in its reasonable discretion evidencing and setting for the Administrative Agent and addressed to conditions of the Facility AgentsIncrease. Notwithstanding the foregoing, no Facility Increase shall be effected unless the Issuers and the Lenders dated conditions set forth in Section 6.2 are satisfied on the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedDate.

Facility Increase. So long as no Default then exists or would result therefrom, the Borrower may, at any time and from time to time, but not more than twice in any Fiscal Year, and upon at least five (a5) The Borrower may Business Days’ notice, deliver a written request to the Administrative Agent to increase the aggregate Revolving Credit Commitments under this Agreement by up to $250,000,000 in the aggregate (no more frequently than three times after the Closing Date (in minimum increments of $50,000,000) during the term of a “Facility Increase”). Each such request to increase the Revolving Credit Commitments shall be a Facility Increase of not less than $5,000,000 or in an integral multiple of $5,000,000 in excess thereof. The Facility Increase will be in the form of increases in the Revolving Credit Commitments under the Direct Tranche Facility. In the event the Borrower desires to increase such Revolving Credit Commitments, the Administrative Agent, upon receipt of the written request from the Borrower described above, may offer (x) request the Lenders first to any Lender and (y) then to one or more banks, financial institutions or other Eligible Assignees entities, which are not Lenders and are acceptable to the Administrative Agent in its reasonable sole discretion (“New Lenders”), the opportunity to provide additional Commitments (a “participate in any or all of the Facility Increase”) up . No existing Lender shall be required to an aggregate amount during the term increase its Commitment under this Agreement as a result of the Borrower’s request for a Facility Increase and each such Lender’s Revolving Credit Facility not in excess of $200,000,000; provided, however, that Commitment may only be increased by an instrument duly executed by such Lender agreeing to increase its Revolving Credit Commitment. Any such increase shall become effective upon (i) the Borrower shall have given execution by the Borrower, the Administrative Agent at least 60 days’ written notice of its intention to effect the Facility Increase and the desired amount of such Facility Increase, (ii) there shall exist no Default or Event of Default as any lender providing a portion of the Facility Increase Effective Date (as defined below) or after giving effect to the Facility Increase to occur on that date and the other conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of the Facility Increase Effective Date, (iii) an opinion of counsel to the Loan Parties assumption agreement in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed the Borrower, pursuant to the Facility Agentswhich, the Issuers if such lender is a New Lender, such New Lender shall become a Lender under this Agreement and the Lenders dated the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings Loan Documents with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions its portion of the Borrower authorizing the borrowings under the Facility Increase and (ii) the satisfaction of the conditions set forth in Section 3.3 (Conditions Precedent to Facility Increase). Upon the effectiveness of a Facility Increase, each Lender’s Letter of Credit Ratable Portion in the liability of each outstanding Letter of Credit shall be reallocated in accordance with the definition of “Letter of Credit Ratable Portion” (with written notice of such amendmentsreallocation to be promptly delivered to all the Lenders) and if there are any outstanding Loans, modifications and/or supplements the Direct Tranche Lenders and/ or such New Lender providing the CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. Facility Increase shall make such payments among themselves as directed by the Administrative Agent so that the aggregate principal amount of Loans outstanding shall be owed to all such Direct Tranche Lenders based on its Direct Tranche Ratable Portion of such Loans. In addition, interest payments and Letter of Credit fees to the Collateral Documents Lenders shall be reflective of such reallocated Loans and Letter of Credit liabilities as are necessary or, in the reasonable opinion of directed by the Administrative Agent, desirable . This Agreement and the other Loan Documents shall be deemed to ensure that the borrowings under be amended to reflect the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in addition of any event reasonably acceptable to Group) New Lenders as Lenders party hereto and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedthereto.

Facility Increase. (a) The Borrower may from time to time request an increase in the aggregate Revolving Credit Commitments by an aggregate amount of up to $30,000,000 (no more frequently each such increase, a “Facility Increase”). Each Facility Increase shall be made on notice given by the Borrower to the Administrative Agent not later than three times after 12:00 noon (New York time) ten Business Days prior to the Closing Date date of the proposed Facility Increase. Each such notice (a “Notice of Facility Increase”) shall be in minimum increments a form satisfactory to the Administrative Agent and shall specify (i) the date of such proposed Facility Increase (the “Facility Increase Effective Date”), (ii) the aggregate amount of such proposed Facility Increase, which shall in an amount not less than $10,000,000 or in an integral multiple of $50,000,0005,000,000 in excess thereof (the “Facility Increase Amount”), (iii) during that, at the term time of and after giving effect to such Facility Increase, the Borrower shall be in pro forma compliance with the financial covenants set forth in Article V (Financial Covenants) hereof, and (iv) that no Default or Event of Default has occurred and is continuing, or will result from such Facility Increase. The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Facility Increase and shall offer such Facility Increase to each of the existing Revolving Credit Facility) request Lenders and, if the Lenders or Administrative Agent so determines in its sole discretion, to other Eligible Assignees acceptable to the Administrative Agent in its reasonable sole discretion to provide additional Commitments (a the “Facility IncreaseOfferees”) up to an aggregate amount during the term of the Revolving Credit Facility not in excess of $200,000,000; provided, however, that (i) the Borrower ). Each Offeree shall have given until the Administrative Agent at least 60 days’ written notice of its intention to effect the Facility Increase and the desired amount of such Facility Increase, (ii) there shall exist no Default or Event of Default as of second Business Day preceding the Facility Increase Effective Date (as defined below) to commit in writing to all or after giving effect a portion of the Facility Increase. In the event that the Offerees deliver commitments with respect to such Facility Increase in an amount in excess of the Facility Increase Amount, then the Administrative Agent shall allocate the Facility Increase to the Offerees committing to the Facility Increase to occur on that date and any basis the other conditions precedent to a Borrowing set forth Administrative Agent determines is appropriate in Section 3.2 are satisfied as of consultation with the Borrower. On the Facility Increase Effective Date, (iiiA) each Eligible Assignee committing to a portion of such Facility Increase shall execute an assumption agreement satisfactory to the Administrative Agent pursuant to which such Eligible Assignee agrees to be bound by the terms of this Agreement as a Revolving Credit Lender, (B) the Revolving Credit Commitments will be increased by the Facility Increase Amount in accordance with the allocations determined by the Administrative Agent, and (C) each Revolving Credit Lender, after giving effect to such Facility Increase, shall purchase or sell the Loans held by it from or to the other Revolving Credit Lenders, as directed by the Administrative Agent, such that after giving effect to such purchases and sales each Revolving Credit Lender holds its Ratable Portion of the outstanding Loans. In the event the commitments of the Offerees in respect of such Facility Increase are less than the Facility Increase Amount, none of the Revolving Credit Lenders or the Administrative Agent shall have any obligation to commit to the uncommitted portion of such Facility Increase, and the Borrower may elect either to reduce the Facility Increase Amount accordingly or to terminate its request for a Facility Increase. Notwithstanding the foregoing, no CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. Facility Increase shall be effected unless the conditions set forth in Section 3.2 (Conditions Precedent to each Loan and Letter of Credit) are satisfied on the Facility Increase Effective Date and, if requested by the Administrative Agent or any Lender, the Administrative Agent shall have received an opinion of counsel to the Loan Parties in form and substance and from counsel reasonably Borrower satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters relating to such Facility Increase and the Credit Agreement as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedrequire.

Facility Increase. (a) The Borrower may (no more frequently than three times after request, in writing, an increase in the Closing Date (in minimum increments of $50,000,000) during the term of the aggregate Revolving Credit Facility) request Commitments by up to $5,000,000 (the Lenders or other Eligible Assignees acceptable to the Administrative Agent in its reasonable discretion to provide additional Commitments (a “"Facility Increase”) up to an aggregate amount during the term of the Revolving Credit Facility not in excess of $200,000,000"); provided, however, that such increase will only become effective if (i) the Borrower shall have given the Administrative Agent at least 60 days’ written 10 Business Days' notice of its intention to effect the a Facility Increase and the desired amount of such Facility Increase, (ii) there shall exist at the time of and after giving effect to such increase, the Borrower is in pro forma compliance with the financial covenants set forth in Article V (Financial Covenants) hereof, (iii) no Default or Event of Default as of the has occurred and is continuing, (iv) at least one Lender agrees to participate in such Facility Increase Effective Date (as defined below) or after giving effect an Eligible Assignee or Eligible Assignees acceptable to the Facility Increase Arranger in its sole and absolute discretion agrees to occur on that date and accept the other offer of such increase as provided below), (v) the conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of the Facility Increase Effective Datesuch date, and (iiivi) an opinion of counsel to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility AgentsAdministrative Agent, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as any Lender through the Administrative Agent may reasonably request shall be delivered to the Administrative Agent. The Borrower shall have the right to offer such increase to (x) the existing Lenders, and each existing Lender will have the right, but not the obligation, to commit to all or a portion of the proposed increase or (ivy) other Eligible Assignees acceptable to the Arranger in its sole and absolute discretion; provided, however, that the minimum Revolving Credit Commitment of each such new Eligible Assignee accepting a Revolving Credit Commitment as part of such Facility Increase equals or exceeds $5,000,000, and such Lender or Eligible Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or a portion of such Facility Increase and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each a "Facility Increase Effective Date"), the Revolving Credit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee on the Facility Increase Effective Date. In the event there are Lenders and Eligible Assignees that have committed to a Facility Increase in excess of the maximum amount requested (or permitted), then the Administrative Agent shall have received the right to allocate such other documentscommitments, agreementsfirst to Lenders and then to Eligible Assignees, certificates and writings with respect to the Facility Increase as on whatever basis the Administrative Agent shall reasonably request (including, without limitation, resolutions of determines is appropriate in consultation with the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedBorrower.

Facility Increase. (a) The Borrower may request, in writing, an increase in the aggregate Revolving Credit Commitments by up to the sum of (no more frequently than three times after x) $150,000,000 and (y) the Closing Date (in minimum increments of $50,000,000) during the term aggregate amount of the Revolving Credit Facility) request Commitments of the Rejecting Lenders or other Eligible Assignees acceptable to that have been terminated on their Scheduled Termination Date (the Administrative Agent in its reasonable discretion to provide additional Commitments (a “Facility Increase”) up to an aggregate amount during the term of the Revolving Credit Facility not in excess of $200,000,000); provided, however, that such increase will only become effective if (i) the Borrower shall have given the Administrative Agent at least 60 days10 Business Days’ written notice of its intention to effect the a Facility Increase and the desired amount of such Facility Increase, (ii) there shall exist at the time of and after giving effect to such increase, the Borrower is in pro forma compliance with the financial covenants set forth in Article V hereof, (iii) no Default or Event of Default as of has occurred and is continuing or would result therefrom, and (iv) the Facility Increase Effective Date (as defined below) or after giving effect to the Facility Increase to occur on that date and the other conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of such date. The Borrower shall have the right to offer such increase to (x) the existing Lenders, and each existing Lender will have the right, but not the obligation, to commit to all or a portion of the proposed increase or (y) other Eligible Assignees acceptable to the Administrative Agent and each Issuer in its respective sole and absolute discretion; provided, however, that the minimum Revolving Credit Commitment of each such new Eligible Assignee accepting a Revolving Credit Commitment as part of such Facility Increase equals or exceeds $5,000,000, and such Lender or Eligible Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or a portion of such Facility Increase and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each a “Facility Increase Effective Date”), the Revolving Credit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee on the Facility Increase Effective Date, (iii) an opinion of counsel . In the event there are Lenders and Eligible Assignees that have committed to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the a Facility Increase Effective Date and addressing such matters as in excess of the Administrative Agent may reasonably request shall be delivered to the Administrative Agentmaximum amount requested (or permitted), (iv) then the Administrative Agent shall have received the right to allocate such other documentscommitments, agreementsfirst to Lenders and then to Eligible Assignees, certificates and writings with respect to the Facility Increase as on whatever basis the Administrative Agent shall reasonably request (including, without limitation, resolutions of determines is appropriate in consultation with the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents), (v) the Borrower shall have paid to the Administrative Agent a fee to be determined (but in any event reasonably acceptable to Group) and (vi) the Borrower shall have paid to the Lenders providing the Facility Increase a fee required in order to clear the market in an amount to be determinedBorrower.

Facility Increase. (a) The Borrower may may, at any time and from time to time, by notice to the Administrative Agent, request (no more frequently than three times after the Closing Date (i) an increase in minimum increments of $50,000,000) during the term of the Revolving Credit Commitments of any Series with the latest Revolving Credit Facility Termination Date, (ii) the establishment of a new Series of Revolving Credit Commitments (each of clauses (i) and (ii) a “Revolving Facility Increase”), (iii) the establishment of a term loan credit facility (an “Incremental Term Facility” and the term loans thereunder the “Incremental Term Loans”) request or (iv) increase the principal amount of any existing Incremental Term Facility (each of clauses (iii) and (iv), a “Term Facility Increase”), which notice shall set forth the amount of such requested Facility Increase. Such Facility Increase may be effected (x) in the case of a Revolving Facility Increase, (i) by having one or more New Revolving Credit Lenders become Lenders under the applicable Revolving Credit Facility and/or (ii) by having any one or other Eligible Assignees acceptable to more of the then existing Lenders under the applicable Revolving Credit Facility (at their respective election in their sole discretion), in each case, that have been approved by the Borrower, the Administrative Agent and each Issuing Bank (such approvals by the Administrative Agent and each Issuing Bank not to be unreasonably withheld or delayed), increase the amount of their existing Revolving Credit Commitments or (y) in its reasonable discretion to provide additional Commitments (the case of a “Term Facility Increase”, (i) up to by having one or more Persons that are Eligible Assignees (except that no such Person shall require the approval of any Issuing Bank) become Lenders under an aggregate amount during the term Incremental Term Facility and/or (ii) by having one or more of the Revolving Credit then existing Lenders under the applicable Incremental Term Facility not (at their respective election in excess their sole discretion), in each case, that has been approved by the Borrower, increase the amount of $200,000,000; providedtheir Incremental Term Loans (each such Person, howeveran “Incremental Term Lender”), provided that (i) the Borrower shall have given the Administrative Agent at least 60 days’ written notice of its intention to effect the each Facility Increase and the desired shall be in an amount of such Facility Increasenot less than $5,000,000, (ii) there shall exist no Default or Event of Default as of the Facility Increase Effective Date (as defined below) or after giving effect to the Facility Increase Increase, the Aggregate Facilities Amount shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to occur on that date and the other conditions precedent to a Borrowing Facility Increase, (iv) all financial covenants set forth in Section 3.2 are 7.27 would be satisfied as on a pro forma basis for the most recent determination period, assuming that the Revolving Credit Loans and Incremental Term Loans outstanding on the date of effectiveness of the Facility Increase Effective Date, (iii) an opinion had been outstanding on the last day of counsel to the Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Facility Agents, the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such matters as the Administrative Agent may reasonably request shall be delivered to the Administrative Agent, (iv) the Administrative Agent shall have received such other documents, agreements, certificates and writings with respect to the Facility Increase as the Administrative Agent shall reasonably request (including, without limitation, resolutions of the Borrower authorizing the borrowings under the Facility Increase and such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the borrowings under the Facility Increase are secured by, and entitled to the benefits of, the Collateral Documents)determination period, (v) any Facility Increase shall be pursuant to this Agreement, (vi) if such Facility Increase is to increase (1) the Borrower Revolving Credit Commitments of an existing Series of Revolving Credit Facility or (2) the Incremental Term Loans of an existing Incremental Term Facility, the terms and conditions of such Facility Increase (for the avoidance of doubt, not including upfront fees paid in respect of such increased commitments) shall be the same as the terms and conditions applicable to such existing Series or such Incremental Term Facility, as applicable, (vii) if a Facility Increase establishes a new Series of Revolving Credit Facility, (1) such new Series shall mature no earlier than the latest Revolving Credit Facility Termination Date then in effect, (2) no new Series shall have paid to an all-in-yield (taking into account the Administrative Agent a fee to be determined interest rate, any interest rate “floors” and any upfront fees) greater than any Series of Revolving Credit Facility then in effect and (but in any event reasonably acceptable to Group3) except as permitted by clauses (1) and (vi2), all other terms and conditions of the new Series shall be the same as the terms and conditions of each existing Series of Revolving Credit Facilities and (viii) if a Facility Increase establishes a new Incremental Term Facility, all terms and conditions (other than amortization, maturity and pricing (including any upfront fees)) of the new Incremental Term Facility shall be the same as the terms and conditions of each existing Series of Revolving Credit Facilities and each of the Incremental Term Lenders shall have the same rights and obligations hereunder as a Revolving Credit Lender; provided that (A) the Incremental Term Loans shall be funded in full (and any commitments therefor shall be deemed terminated upon such funding in full) on the applicable Increase Date (as defined below), (B) the Borrower shall not have paid the ability to reborrow any Incremental Term Loans once repaid, (C) the Incremental Term Lenders providing shall not be required to make any Revolving Credit Ratable Advances and shall not receive Undrawn Fees and (D) the Facility Increase a fee required in order to clear the market in an amount to be determinedIncremental Term Lenders shall not have any rights or obligations under Article IV and shall not receive Letter of Credit Fees.