Common use of Increase in Revolver Commitments Clause in Contracts

Increase in Revolver Commitments. (a) Administrative Entity may, by written notice to Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees specified by written notice to Agent and the LendersBorrowers, elect to request (b) total aggregate increases in the existing Revolver Commitments pursuant to this Section do not exceed $300,000,000, and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreement. Agent shall promptly notify Lenders of the requested increase and, within 5 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in its discretion and with the Maximum consent of Borrower Agent, the increased Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18Commitments among committing Lenders and, an “Approved Increase”) by an aggregate amountif necessary, for all such increases under this Section 2.18, that does not exceed $250,000,000.00Eligible Assignees. Each Approved Increase Total Revolver Commitments shall be in increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a minimum principal amount of $5,000,000 unless otherwise date agreed upon by Agent and Borrower Agent. Each such notice shall specify , provided that (i) the amount conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent any portion of the proposed Obligations are secured by a Mortgage or Leasehold Mortgage, flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders, Agent, Borrowers. On the effective date of an increase, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as necessary, in accordance with Lenders’ adjusted shares of such Revolver Commitments. Notwithstanding the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), if anythe rate of interest, the Unused Line Fee or similar fee or interest rate applicable to the increase in Revolver Commitments exceeds the rate of interest, the Unused Line Fee or similar fee or interest rate of the existing Revolver Loans, (i) the Borrowers may, at the sole option of Borrower Agent, decline such increase in the Revolver Commitments and the Maximum Revolver Amount, or (ii) the date on which such increase rate of interest and/or fee shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such be increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any Person, other Lenderthan the Lenders and other Persons providing the relevant increased Revolver Commitment, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18Borrowers.

Increase in Revolver Commitments. (a) Administrative Entity may, by written U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon notice to Agent, as long as the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing U.S. Revolver Commitments, except for a closing fee specified by U.S. Borrowers. Agent shall promptly notify U.S. Lenders of the requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such U.S. Lender commits to increase its U.S. Revolver Commitment. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the Lendersfull requested increase, elect to request increases in the existing Eligible Assignees may issue additional U.S. Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00become U.S. Lenders hereunder. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Agent may elect or declineallocate, in its sole discretion, to provide the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total U.S. Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by U.S. Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following U.S. Borrowers' increase request. Agent, U.S. Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing U.S. Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the U.S. Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans U.S. Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased in accordance with Lenders' adjusted shares of such U.S. Revolver Commitments made pursuant to this Section 2.18Commitments.

Increase in Revolver Commitments. (a) Administrative Entity mayFrom time toAt any time during the period from and after the ClosingAmendment Effective Date, at the option of Borrower by delivery of a written notice of a proposed increase to Agent and (but subject to the Lendersconditions set forth in clause (b) below), elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) may be increased by an amount in the aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”) by an amount not to exceed the Available Increase Amount, . Agent shall invite each Lender to increase its Revolver Commitments (iiit being understood that no Lender shall be obligated to increase its Revolver Commitments and may refuse to do so for any reason or for no reason at all) in connection with a proposed Increase at the date on which such increase shall become effective (the “Increase Effective Date”)interest marginmargins proposed by Borrower, and (iii) the identity of each Lender or other Eligible Transferee if sufficient Lenders do not agree to whom Administrative Entity proposes any portion of such increased or new increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrower may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with a proposed Increase. Any Increase shall be allocated in an amount of at least $5,000,000 (or such lesser amount as then equals the Available Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the amounts avoidance of such allocations; provided doubt, it is understood and agreed that any Lender or other Eligible Transferee approached to provide all or a portion in no event shall the aggregate amount of the increased or new Increases ofto the Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.182.14 made after the Amendment Effective Date exceed $25,000,00050,000,000.

Increase in Revolver Commitments. At any time after the Conversion Date, U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon not less than 45 days’ notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing U.S. Revolver Commitments, except for a closing fee specified by written notice to Agent U.S. Borrowers and the LendersAgent, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.00100,000,000 and no more than 3 increases are made. Each Approved Increase Agent shall promptly notify U.S. Lenders of the requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such U.S. Lender commits to increase its U.S. Revolver Commitment. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional U.S. Revolver Commitments and become U.S. Lenders hereunder. Agent may allocate, in its discretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Total U.S. Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by U.S. Lenders and Eligible Assignees) on a minimum principal amount of $5,000,000 unless otherwise date agreed upon by Agent and Borrower Agent. Each such notice shall specify , provided (i) the amount of the proposed increase, if any, to the existing Revolver Commitments conditions set forth in Section 6.3 are satisfied at such time; and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”)flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver AmountU.S. Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing U.S. Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the U.S. Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans U.S. Revolver Commitments shall be deemedreallocated among U.S. Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. Borrower Agent may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each requested increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00. Each Approved Increase shall be is in a minimum principal amount of $5,000,000 unless otherwise and is offered on the same terms as existing Revolver Commitments, except for arrangement, closing, upfront or similar fees agreed to among Borrowers, existing Lenders and new Lenders (if applicable) providing such increased Revolver Commitments, (b) total increases in Revolver Commitments under this Section do not exceed $50,000,000, (c) no more than five (5) increases in Revolver Commitments are made, (d) Borrowers pay all reasonable and documented out of pocket fees and expenses incurred by Agent. Each Agent and Lenders providing such notice increase in Revolver Commitments required to be paid under this Agreement upon effectiveness of such increase, (e) neither the funding of such increase in Revolver Commitments nor the existence of the liens securing the same would violate the terms of any indenture or other agreement governing material Debt for Borrowed Money of the Obligors (and the incurrence of such increase in Revolver Commitments shall specify (i) not violate the terms of such indenture or agreement regarding the amount of indebtedness permitted with respect to the proposed Revolver Commitments), (f) any such increase in Revolver Commitment shall benefit from the same guarantees as, and be secured on a pari passu basis by the Collateral, and (g) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement or under any Term Debt Documents. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amountbecome Lenders hereunder, (ii) the date on which provided that, any such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each new Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide assumes all or a portion of the increased or new Revolver Commitments rights and obligations of a “Lender” under this Agreement. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. Borrowers, through Borrower Agent, may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, such increase is approved by written notice Agent in its sole discretion and is subject to Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions mutually agreed upon by Agent and Borrower Agent, (b) the requested increase is in a minimum amount of this Section 2.18$10,000,000 or the Euro equivalent thereof (as determined by Agent) (or such lesser amount which would, an “Approved Increase”when added to all previously authorized increases pursuant hereto, cause such increase to reach the maximum amount set forth below) and is offered on the same terms as existing Revolver Commitments, except for a closing fee specified by an aggregate amountBorrowers, for all such (c) increases under this Section 2.18do not collectively exceed $50,000,000 or the Euro equivalent thereof (as determined by Agent) in the aggregate and no more than 4 increases are made, that (d) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (e) the requested increase does not cause the Commitments to exceed $250,000,000.0090% of any applicable cap under any Subordinated Debt agreement and (f) if such increase provides the Borrowers’ Foreign Subsidiaries access to Euro borrowings hereunder, cause such Foreign Subsidiaries to guaranty the Obligations to the extent of their access to such Euro borrowings in a manner satisfactory to Agent and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent on all Collateral of such Foreign Subsidiaries, including delivery of such legal opinions, in form and substance satisfactory to Agent, as it shall deem appropriate (the “Accordion”). Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Agent shall promptly notify Borrower Agent of the Lender’s response. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder so as to bring the Maximum Revolver Amount, (ii) Commitment up to the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments amount requested by Borrower Agent. Agent may elect or declineallocate, in its sole discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. If the full increase requested by Borrower's Agent is not committed to provide such increased or new Revolver by the Lenders after taking into account the participation of Eligible Assignees, then the Revolving Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments nonetheless shall only be increased to the extent of the Lenders and/or Eligible Assignees expressly commit thereto pursuant to this Section 2.1.7. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments agreed to shall be provided increased by the requested amount (or such lesser amount committed by Lenders or and Eligible TransfereesAssignees) on a date agreed upon by Agent and Borrower Agent. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved IncreaseBorrowers, Borrower and new and existing Lenders shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably request, if any) deems appropriate to evidence the increase in order to enable Agent and allocations of Revolver Commitments. On the Lenders to comply with any effective date of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided hereinan increase, all references in this Agreement outstanding Revolver Loans, LC Obligations and any other Loan Document to Loans exposures under the Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing Revolver Commitments, by written notice except for a closing fee agreed to among Agent and the LendersBorrowers, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0015,000,000 in the aggregate and no more than three (3) increases are made, and (c) the requested increase is consented to by any holders of Debt subject to the Intercreditor Agreement (to the extent deemed necessary by Agent). Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 20 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased in accordance with Lenders’ adjusted shares of such Revolver Commitments made pursuant to this Section 2.18Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $25,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.00200,000,000 in the aggregate and no more than five increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) the requested increase does not cause the Commitments to exceed any applicable cap under any Subordinated Debt agreement or any Material Debt. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender, in their sole and absolute discretion, shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrower may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice the Agent shall have received evidence in form and substance satisfactory to Agent that the AmTRAN Lien has been terminated; (b) the requested increase is in a minimum amount of $25,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments Commitments, except for a closing fee specified by Borrower, and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”c) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.00100,000,000 and no more than 4 increases are made. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower, but no later than 45 days following Borrower’s increase request. Agent, Borrower, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Revolver Commitments and become Lenders hereunder that are reasonably satisfactory to Administrative Agent (not to be unreasonably withheld, delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0030,000,00020,000,000 in the aggregate and no more than three (3) increases are made; (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Credit Agreement or any agreement evidencing or governing Permitted Junior Priority Secured/Unsecured Debt. Each Approved Increase Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Lenders hereunder. Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Agent may elect or declineallocate, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, provided (x) the conditions set forth in Section 6.2 are satisfied at such time, (y) Administrative Agent, Borrowers, and new and existing Lenders shall have executed and delivered such documents and agreements as Administrative Agent deems appropriate to this Section 2.18evidence the increase in and allocations of Revolver Commitments and (z) flood hazard diligence and documentation has been completed as required by the Flood Disaster Protection Act or otherwise in a manner satisfactory to all Collateral Agent. On the effective date of an increase, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing Revolver Commitments, except for a closing fee to be mutually agreed by written notice to Agent and the LendersBorrowers, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.00100,000,000.00 in the aggregate and no more than 4 increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed deemed to have declined an increase. If Lenders fail to commit to the full requested increase, then Eligible Assignees invited to join by Agent. Each such notice shall specify (i) the amount Borrowers or with the consent of the proposed increase, if any, to the existing Borrowers may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase become Lenders hereunder. Agent shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or declineallocate, in its sole discretion, to provide such increased or new Revolver Commitment discretion and Maximum Revolver Amount, and in consultation with the Revolver CommitmentsBorrower Agent, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed among committing Lenders and, if necessary, Eligible Assignees invited to be provided join by Lenders the Borrowers or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lenderthe Borrowers. Provided the conditions set forth in Section 6.2 are satisfied, effect total Revolver Commitments shall be increased by the requested amount (or such amendments to this Agreement lesser amount committed by Lenders and the other Loan Documents as may be necessary or appropriate, in the opinion of Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, to effect the provisions of this Section 2.18but no later than 45 days following Borrowers’ increase request. In connection with any such Approved IncreaseAgent, Borrower Borrowers, and new and existing Lenders shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $5,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments Commitments, including a closing fee equal to 0.75% times the total increased amount of the Revolver Commitment, which fee shall be fully earned and due and on the Maximum date of each such increase in Revolver Amount (each increase that satisfies the terms and conditions of Commitment pursuant to this Section 2.182.1.7, an “Approved Increase”(b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.0010,000,000 and no more than 2 increases are made, and (c) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.3 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments at any time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0050,000,000 in the aggregate and no more than three (3) increases are made, (c) the requested increase does not breach any Subordinated Debt agreement, the Term Loan Credit Agreement or any other Term Loan Document or any other agreements, instruments or documents executed and/or delivered in connection with any of the foregoing and (d) after giving effect to the requested increase, the Revolver Commitments will constitute “ABL Facility Obligations” under the Intercreditor Agreement (or any similar agreement with respect to any Refinancing Debt). Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment; provided that Borrowers agree that no Lender shall have any obligation to commit to such increase. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection discretion with an Approved Increase, such Increase Joinder may, without the consent of any other Lenderthe Borrowers (such consent not to be unreasonably withheld), effect the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such amendments to this Agreement lesser amount committed by Lenders and the other Loan Documents as may be necessary or appropriate, in the opinion of Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, to effect the provisions of this Section 2.18but no later than 60 days following Borrowers’ increase request. In connection with any such Approved IncreaseAgent, Borrower Borrowers, and new and existing Lenders shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestand Borrower deem appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0025,000,000 in the aggregate and no more than 5 increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement, and (e) the requested increase does not cause the Commitments to exceed 90% of any applicable cap contained in the Term Loan Documents (excluding the effect of any provision permitting Revolver Loans or Letters of Credit in amounts exceeding any expressed dollar cap in reliance upon the Borrowing Base). Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. (a) Administrative Entity mayUpon the consummation of the Senior Notes Refinancing, by written the Revolver Commitments of the Lenders shall increase as provided on Schedule 1.1 attached hereto. (b) Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent (a “Revolver Commitments Increase Event”), as long as (i) the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Agent, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”ii) by an aggregate amount, for all such increases under this Section 2.18, that does 2.1.7(b) after the Closing Date do not exceed $250,000,000.0050,000,000 in the aggregate and no more than three increases are made, (iii) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (iv) the requested increase does not cause (1) this Agreement to cease being an “ABL Agreement” pursuant to the Intercreditor Agreement or enjoy similar rights and benefits under any intercreditor agreement relating to any Refinancing Debt refinancing or refunding the Senior Notes, or (2) the Revolver Commitments to cease being “Permitted Indebtedness” under the Senior Notes Agreement or under any comparable agreement relating to any Refinancing Debt refinancing or refunding the Senior Notes. Each Approved Increase Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in consultation with Borrower Agent, the Maximum increased Revolver AmountCommitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (iior such lesser amount committed by Lenders and Eligible Assignees) the on a date on which such agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase shall become effective (the “Increase Effective Date”)request. Agent, Obligors, and (iii) new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the identity increase in and allocations of each Lender or Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations and other Eligible Transferee to whom Administrative Entity proposes any portion exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments . In no event shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with 2.1.7 or any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any provision of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and or any other Loan Document be deemed to Loans shall be deemed, unless create any obligation on the context otherwise requires, part of any Lender to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18.agree

Increase in Revolver Commitments. Borrower Agent may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested Xxxxxxxx – Loan, by written notice to Agent Security and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each Guaranty Agreement #53354946 EXECUTION VERSION increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00. Each Approved Increase shall be is in a minimum principal amount of $5,000,000 unless otherwise and is offered on the same terms as existing Revolver Commitments, except for arrangement, closing, upfront or similar fees agreed to among Borrowers, existing Lenders and new Lenders (if applicable) providing such increased Revolver Commitments, (b) total increases in Revolver Commitments under this Section do not exceed $50,000,00025,000,000, (c) no more than five (5) increases in Revolver Commitments are made, (d) Borrowers pay all reasonable and documented out of pocket fees and expenses incurred by Agent. Each Agent and Lenders providing such notice increase in Revolver Commitments required to be paid under this Agreement upon effectiveness of such increase, (e) neither the funding of such increase in Revolver Commitments nor the existence of the liens securing the same would violate the terms of any indenture or other agreement governing material Debt for Borrowed Money of the Obligors (and the incurrence of such increase in Revolver Commitments shall specify (i) not violate the terms of such indenture or agreement regarding the amount of indebtedness permitted with respect to the proposed Revolver Commitments), (f) any such increase in Revolver Commitment shall benefit from the same guarantees as, and be secured on a pari passu basis by the Collateral, and (g) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement or under any Term Debt Documents. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amountbecome Lenders hereunder, (ii) the date on which provided that, any such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each new Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide assumes all or a portion of the increased or new Revolver Commitments rights and obligations of a “Lender” under this Agreement. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. Borrowers, through Borrower Agent, may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, such increase is approved by written notice Agent in its Permitted Discretion and is subject to Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions mutually agreed upon by Agent and Borrower Agent, (b) the requested increase is in a minimum amount of this Section 2.18$25,000,000 (or such lesser amount which would, an “Approved Increase”when added to all previously authorized increases pursuant hereto, cause such increase to reach the maximum amount set forth below) and is offered on the same terms as existing Revolver Commitments, except for a closing fee specified by an aggregate amountBorrowers, for all such (c) increases under this Section 2.18do not collectively exceed $75,000,000 thereof (as determined by Agent) in the aggregate and no more than 4 increases are made, that (d) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase and (e) the requested increase does not cause the Commitments to exceed $250,000,000.0090% of any applicable cap under any Subordinated Debt agreement or the Indenture (the “Accordion”). Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Agent shall promptly notify Borrower Agent of each Lender’s response. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder so as to bring the Maximum Revolver Amount, (ii) Commitment up to the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments amount requested by Borrower Agent. Agent may elect or declineallocate, in its sole discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. If the full increase requested by Borrower’s Agent is not committed to provide such increased or new Revolver by the Lenders after taking into account the participation of Eligible Assignees, then the Revolving Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments nonetheless shall only be increased to the extent of any Lender or Lenders and/or Eligible Assignees expressly commit thereto pursuant to this Section 2.1.7. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by any Lender or Lenders and Eligible Assignees) on a date agreed to be provided upon by Lenders or Eligible TransfereesAgent and Borrower Agent. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved IncreaseBorrowers, Borrower and new and existing Lenders shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably request, if any) deems appropriate to evidence the increase in order to enable Agent and allocations of Revolver Commitments. On the Lenders to comply with any effective date of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided hereinan increase, all references in this Agreement outstanding Revolver Loans, LC Obligations and any other Loan Document to Loans exposures under the Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Revolver Commitments and become Lenders hereunder that are reasonably satisfactory to Administrative Agent (not to be unreasonably withheld, delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.00350,000,000 in the aggregate and no more than three (3) increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Credit Agreement or any agreement evidencing or governing Permitted Junior Priority Secured/Unsecured Debt. Each Approved Increase Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Lenders hereunder. Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Agent may elect or declineallocate, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, provided (x) the conditions set forth in Section 6.2 are satisfied at such time, (y) Administrative Agent, Borrowers, and new and existing Lenders shall have executed and delivered such documents and agreements as Administrative Agent deems appropriate to this Section 2.18evidence the increase in and allocations of Revolver Commitments and (z) flood hazard diligence and documentation has been completed as required by the Flood Disaster Protection Act or otherwise in a manner satisfactory to all Co-Collateral AgentsCollateral Agent. On the effective date of an increase, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 30 days’ notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Revolver Commitments, except for a closing fee specified by written notice to Agent and the LendersBorrowers, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.0075,000,000 and no more than three increases are made. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. Borrowers may request a one-time increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing Revolver Commitments except for a closing fee and an increase in the Applicable Margin, to the extent either is acceptable to Borrowers, and (b) the total increase under this Section does not exceed $10,000,000. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Xxxxxxx fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by written notice to the requested amount (or such lesser amount committed by Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 10 days after receipt of such commitments by Xxxxxxx and Eligible Assignees. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the Lenders, elect to request increases increase in the existing and allocations of Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies in the terms and conditions Applicable Margin, if any. On the effective date of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases increase under this Section 2.182.1.7, that does not exceed $250,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) Schedule 1.1 will automatically be revised to provide that the amount of the proposed increase, if any, to the existing maximum Revolver Commitments (as increased) will be effective during the Seasonal Period each year and the Maximum Revolver Amountwill automatically reduce to $175,000,000 at all other times, and (ii) the date on which such increase Revolver Usage and other exposures under the Revolver Commitments shall become effective (the “Increase Effective Date”)be reallocated among Lenders, and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion settled by Agent as necessary, in accordance with Lenders' adjusted shares of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $5,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments Commitments, including a closing fee equal to 0.75% times the total increased amount of the Revolver Commitment, which fee shall be fully earned and due and on the Maximum date of each such increase in Revolver Amount (each increase that satisfies the terms and conditions of Commitment pursuant to this Section 2.182.1.7, an “Approved Increase”(b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.0070,000,000 and no more than 5 increases are made, and (c) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.3 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. (a) So long as no Default or Event of Default exists, the Borrower may request that the Commitments be increased and, upon such request, the Administrative Entity may, by written notice Agent shall have the right to Agent and the Lenders, elect solicit additional financial institutions to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions become Lenders for purposes of this Section 2.18Agreement (“New Lenders”), an “Approved Increase”) by an aggregate amountor to encourage any Lender to increase its Commitment, for all such increases under this Section 2.18, provided that does not exceed $250,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) each Lender which is a party to this Agreement prior to such increase shall have the first option, and may elect, to fund an amount up to its Pro Rata Share of the amount of the proposed increaseincrease in the Commitment (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Revolver Commitment), if anythereby increasing its Commitment hereunder, but no Lender shall have any obligation to the existing Revolver Commitments and the Maximum Revolver Amountdo so, (ii) in the date on which event that it becomes necessary to include New Lenders to fund the amount of the increase in the Commitment, each such increase New Lender shall be acceptable to the Administrative Agent and the Borrower (neither of whose acceptance shall be unreasonably withheld) and each such New Lender shall become effective (the “Increase Effective Date”)a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iii) the identity of each Lender Administrative Agent shall have no obligation to the Borrower or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by solicit New Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver any increase in the Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made Lender pursuant to this Section 2.181.6; (iv) no Lender shall have an obligation to the Borrower, the Administrative Agent or any other Lender to increase its Commitment or its Pro Rata Share of the Commitments; and (v) in no event shall the addition of any New Lender or Lenders or the increase in the Commitment of any Lender under this Section 1.6 increase the Commitments to an amount greater than $140,000,000 in the aggregate. Upon the addition of any New Lender, or the increase in the Commitment of any Lender, Schedule 1.2 shall be amended by the Administrative Agent and the Borrower to reflect such New Lenders or such increase, and the Administrative Agent shall deliver to the Lenders, and the Bank copies of such Schedule 1.2, any New Lender pursuant to this Section 1.6 shall be required to have a Commitment of not less than $10,000,000.

Increase in Revolver Commitments. (i) To the extent that any requested increase in the Revolver Commitments is permitted under and will not violate the Indenture, and provided that Agent has received evidence satisfactory to it from Borrowers that such requested increase is permitted under and will not violate the Indenture, then upon the terms and subject to the conditions set forth herein, on any Business Day during the period from July 31, 2007 through the Business Day immediately prior to the last calendar day of the Term, and so long as no Default or Event of Default exists, Borrowers may request that the Revolver Commitments be increased and, upon such request, Agent shall use reasonable efforts in light of then-current market conditions to solicit additional Eligible Assignees to become Lenders for the purposes of this Agreement, or to encourage any Lender to increase its Revolver Commitment; provided, that (a) Administrative Entity mayeach Lender that is a party to this Agreement immediately prior to such increase shall have the first option, by written notice and may elect, to Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions fund its Pro Rata share of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increaseincrease in the Revolver Commitment (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of the amount of the increase in the Revolver Commitment), if anythereby increasing its Revolver Commitment hereunder, but no Lender shall have any obligation to the existing Revolver Commitments and the Maximum Revolver Amountdo so, (iib) in the date on which event that it becomes necessary to include a new Eligible Assignee to fund the amount of the requested increase in the Revolver Commitment, each such increase Eligible Assignee shall become effective (the “Increase Effective Date”)a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iiic) the identity of each no Lender shall have an obligation to Borrowers, Agent or any other Eligible Transferee Lender to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and or its Pro Rata share of the Revolver Commitments, which decision shall be made in the Maximum sole discretion of each Lender; and (d) in no event shall the addition of any Lender or Lenders or the increase in the Revolver AmountCommitment of any Lender under this Section 2.1.6 increase the aggregate Revolver Commitments to an aggregate amount greater than $260,000,000 less the amount of any voluntary reductions under Section 2.2 hereof. Upon the addition of any Lender, or the increase in the Revolver Commitment of any Lender, the dollar amount of the Revolver Commitment set forth opposite each Lender’s name on the signature pages to this Agreement shall be amended by Agent and Borrowers to reflect such addition or such increase, and Agent shall deliver to Lenders and Borrowers a copy of such amendment. Lenders shall be entitled to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to Agent for the Total Commitments shall only be increased to the extent Pro Rata benefit of Revolver Commitments agreed to be provided by those Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new increase their Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increaseany new Lenders, such Increase Joinder may, without fee to be based upon the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, increase in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased their Revolver Commitments made pursuant only and not on their aggregate Revolver Commitments after giving effect to this Section 2.18such increase.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Revolver Commitments and become Lenders hereunder that are reasonably satisfactory to Administrative Agent (not to be unreasonably withheld, delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0030,000,000 in the aggregate and no more than three (3) increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Agreement or any agreement evidencing or governing Permitted Junior Priority Secured Debt. Each Approved Increase Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Lenders hereunder. Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, the Revolver Usage and other documentation as Agent shall reasonably request, if any) in order to enable Agent and exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Administrative Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. (a) Administrative Entity The Borrower may, by written notice to the Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.182.17, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.182.17, that does not exceed $250,000,000.00100,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 10,000,000 unless otherwise agreed by the Agent. Each such notice shall specify (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity the Borrower proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and the Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents solely to the extent and as may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board2.17. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.182.17.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0050,000,000 in the aggregate and no more than three (3) increases are made, and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers' increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Loans and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders' adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request a one-time increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent and the Lenders, elect to request increases requested increase is in the amount of $10,000,000 and is offered on the same terms as existing Revolver Commitments, except for a closing fee specified by Borrowers, and (b) such increase is permitted under the terms of the Intercreditor Agreement. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00become Lenders hereunder. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers' increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders' adjusted shares of such commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing Revolver Commitments, by written notice to Agent and the Lenders, elect to request increases except for fees specified in the existing Revolver Commitments and the Maximum Revolver Amount Fee Letter, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.0015,000,000 and no more than three (3) increases are made, and (c) Required Lenders consent in writing to such increase. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrowers. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent and the Lenders to comply with any of exposures under the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolving Loan Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing Revolving Loan Commitments, except for a closing fee specified by written notice to Agent Borrowers, and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0030,000,000 in the aggregate. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolving Loan Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Revolver Qualified Assignees may issue additional Revolving Loan Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolving Loan Commitments among committing Lenders and, if necessary, Qualified Assignees. Provided the conditions set forth in Section 2.2 are satisfied, total Revolving Loan Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountQualified Assignees) on a date agreed upon by Agent and Borrower Representative, but no later than 20 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolving Loan Commitments. On the effective date of an increase, if any) in order to enable Agent and exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Revolving Loan Document to Loans Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Revolving Loan Commitments.

Increase in Revolver Commitments. Borrower may request an increase (the “Accordion”) in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $5,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrower, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0040,000,000 in the aggregate (i.e. for total Revolving Commitments of $120,000,000) and no more than two increases are made, and (c) no reduction in Commitments pursuant to Section 2.4(c) has occurred prior to the requested increase. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing permitted Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, permitted Assignees. Provided the conditions set forth in Sections 3.1 (as if each such increase were an initial advance) and 3.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or new Revolver Commitment such lesser amount committed by Lenders and Maximum Revolver Amountpermitted Assignees) on a date agreed upon by Agent and Borrower, but no later than 45 days following Borrower’s increase request. Agent, Borrower, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably request, if any) deems appropriate to evidence the increase in order to enable Agent and allocations of Revolver Commitments. On the Lenders to comply with any effective date of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided hereinan increase, all references in this Agreement outstanding Revolver Loans, Letter of Credit obligations and any other Loan Document to Loans exposures under the Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Revolving Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0035,000,000 in the aggregate and no more than three (3) increases are made and (c) the requested increase does not breach any Subordinated Debt agreement, Second Lien Note Document or any other agreements, instruments or documents executed and/or delivered in connection with any of the foregoing. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection discretion with an Approved Increase, such Increase Joinder may, without the consent of any other Lenderthe Borrowers (such consent not to be unreasonably withheld), effect the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such amendments to this Agreement lesser amount committed by Lenders and the other Loan Documents as may be necessary or appropriate, in the opinion of Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, to effect the provisions of this Section 2.18but no later than 60 days following Borrowers’ increase request. In connection with any such Approved IncreaseAgent, Borrower Borrowers, and new and existing Lenders shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestand Borrower deem appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 10 Business Days’ (or such shorter period as may be acceptable to Agent) notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $5,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and Commitments, except for a closing fee specified by Borrowers, (b) the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.0050,000,000 and (c) no more than five increases are made. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Xxxxxxx fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Commitments shall be increased by the requested amount (or such lesser amount committed by Xxxxxxx and Eligible Assignees) on a minimum principal amount of $5,000,000 unless otherwise date agreed upon by Agent and Borrower Agent. Each such notice shall specify , provided (i) the amount of the proposed increase, if any, to the existing Revolver Commitments conditions set forth in Section 6.2 are satisfied at such time and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”)flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver AmountBorrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased in accordance with Lenders’ adjusted shares of Revolver Commitments made pursuant to this Section 2.18Commitments.

Increase in Revolver Commitments. (a) Administrative Entity may, (i) The Loan Party Agent may by written notice to the Agent and the Lenders, elect to request increases in the existing Revolver Commitments and increase the Maximum Canadian Facility Amount then in effect (a “Canadian Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Commitment Increase”) and (ii) the Loan Party Agent may by written notice to the Agent elect to increase the Maximum U.S. Facility Amount then in effect (a “U.S. Revolver Commitment Increase” and together with the Canadian Revolver Commitment Increase, the “Revolver Commitment Increases” and each, a “Revolver Commitment Increase”), in each case, by increasing the Commitment of an aggregate amount, for all Applicable Lender or by causing a Person reasonably acceptable to the Agent that at such increases under this Section 2.18, that does time is not exceed $250,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by AgentLender to become a Lender (an “Additional Lender”). Each such notice shall specify the proposed date (ieach, an “Increase Date”) for the amount effectiveness of the proposed increaseRevolver Commitment Increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) which date shall be not less than ten Business Days after the date on which such notice is delivered to Agent. Any increase in the Maximum Canadian Facility Amount or the Maximum U.S. Facility Amount shall become effective be subject to the following additional conditions: (i) no Default or Event of Default shall have occurred and be continuing as of the “date of such notice or both immediately before and after giving effect thereto as of the Increase Effective Date”), and ; (ii) no Lender shall be obligated or have a right to participate in the Revolver Commitment Increase by increasing its Commitment; (iii) the identity Revolver Commitment Increase, to the extent arising from the admission of an Additional Lender, shall be effected pursuant to one or more joinder agreements executed and delivered by the Borrowers and the Agent, and each of which shall be in form and substance reasonably satisfactory to the Agent; (iv) the Loan Party Agent shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by Agent in connection with the Revolver Commitment Increase; (v) the Borrowers shall pay all reasonable and documented fees and expenses in connection with the Revolver Commitment Increase, including payments required pursuant to Section 3.9 in connection with the Revolver Commitment Increase; (vi) such increase shall be in a minimum amount of $25,000,000 or, in the case of the Canadian Revolver Commitments, in a minimum amount of Cdn$25,000,000; and (vii) the Agent shall have received a certification from a Senior Officer of the Loan Party Agent, or other evidence reasonably satisfactory to the Agent, that such increase is permitted under the Senior Secured Notes Indenture. Any Revolver Commitment Increase shall concurrently increase, as applicable, (1) the U.S. Revolver Commitments then in effect Pro Rata among the U.S. Lenders (including any Additional Lenders who become U.S. Lenders as a result of such Revolver Commitment Increase) and (2) the Canadian Revolver Commitments then in effect Pro Rata among the Canadian Lenders (including any Additional Lenders who become Canadian Lenders as a result of such Revolver Commitment Increase). After giving effect to any Canadian Revolver Commitment Increase, the Canadian Revolver Commitment of each Canadian Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated (and the amounts percentage of each Canadian Revolver Loan that each Participant must purchase a Canadian Revolver Loan participation in) shall be equal to such allocations; provided that any Lender Canadian Lender’s (or other Eligible Transferee approached to provide all or a portion Participant’s) Pro Rata share of the amount of the increased Canadian Revolver Commitments. After giving effect to any U.S. Revolver Commitment Increase, the U.S. Revolver Commitment of each U.S. Lender (and the percentage of each U.S. Revolver Loan that each Participant must purchase a U.S. Revolver Loan participation in) shall be equal to such U.S. Lender’s (or new Participant’s) Pro Rata share of the amount of the increased U.S. Revolver Commitments may elect or declineCommitments. Notwithstanding the foregoing, in its sole discretion, to provide such increased or new no event shall the aggregate amount of all Revolver Commitment and Maximum Revolver AmountIncreases made under this Section 2.1.7 exceed $250,000,000, and including the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent Dollar Equivalent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Canadian Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18Increases.

Increase in Revolver Commitments. (a) Administrative Entity may, by written U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon notice to Agent, as long as the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing U.S. Revolver Commitments, except for a closing fee specified by U.S. Borrowers. Agent shall promptly notify U.S. Lenders of the requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such U.S. Lender commits to increase its U.S. Revolver Commitment. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the Lendersfull requested increase, elect to request increases in the existing Eligible Assignees may issue additional U.S. Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00become U.S. Lenders hereunder. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Agent may elect or declineallocate, in its sole discretion, to provide the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total U.S. Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by U.S. Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following U.S. Borrowers’ increase request. Agent, U.S. Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing U.S. Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the U.S. Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans U.S. Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased in accordance with Lenders’ adjusted shares of such U.S. Revolver Commitments made pursuant to this Section 2.18Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 15 days’ written notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing Revolver Commitments, except for a closing fee agreed upon by written notice to Agent and the LendersBorrowers, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.0050,000,000 and no more than 3 increases are made. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a minimum principal amount of $5,000,000 unless otherwise date agreed upon by Agent and Borrower Agent. Each such notice shall specify , provided (i) the amount of the proposed increase, if any, to the existing Revolver Commitments conditions set forth in Section 6.2 are satisfied at such time and the Maximum Revolver Amount, (ii) to the date on which such increase shall become effective (extent the “Increase Effective Date”)Collateral includes any Real Estate, flood insurance diligence and (iii) the identity of each Lender documentation have been completed as required by all Flood Laws or other Eligible Transferee otherwise in a manner reasonably satisfactory to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or declineLenders. Agent, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver AmountBorrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon not less than 45 days’ notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing U.S. Revolver Commitments, except for a closing fee specified by written notice to Agent U.S. Borrowers and the LendersAgent, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.00100,000,000 and no more than 3 increases are made. Each Approved Increase Agent shall promptly notify U.S. Lenders of the requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such U.S. Lender commits to increase its U.S. Revolver Commitment. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional U.S. Revolver Commitments and become U.S. Lenders hereunder. Agent may allocate, in its discretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Total U.S. Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by U.S. Lenders and Eligible Assignees) on a minimum principal amount of $5,000,000 unless otherwise date agreed upon by Agent and Borrower Agent. Each such notice shall specify , provided (i) the amount of the proposed increase, if any, to the existing Revolver Commitments conditions set forth in Section 6.3 are satisfied at such time; and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”)flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver AmountU.S. Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing U.S. Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the U.S. Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans U.S. Revolver Commitments shall be deemedreallocated among U.S. Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.”

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Agent, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does 2.1.7 do not exceed $250,000,000.00. Each Approved Increase 45,000,000 in the aggregate and no more than three increases are made, (c) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) the Convertible Notes shall be have been amended, replaced, renewed, refunded, refinanced, exchanged, converted, supplemented, repurchased, defeased, acquired or otherwise modified or retired (i) with the effect of extending the maturity date thereof until October 1, 2015 and (ii) otherwise in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify compliance with Section 10.2.18(b), and (e) the requested increase does not cause (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and to exceed an amount that is $10,000,000 less than any applicable cap under the Maximum Revolver AmountIntercreditor Agreement or any intercreditor agreement relating to any Refinancing Debt refinancing or refunding the Convertible Notes, or (ii) this Agreement to cease being an “ABL Agreement” pursuant to the date on which such increase shall become effective (Intercreditor Agreement or enjoy similar rights and benefits under any intercreditor agreement relating to any Refinancing Debt refinancing or refunding the “Increase Effective Date”)Convertible Notes, and or (iii) the identity Revolver Commitments to cease being “Permitted Indebtedness” under the Convertible Notes Agreement or under any comparable agreement relating to any Refinancing Debt refinancing or refunding the Convertible Notes. Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in consultation with Borrower Agent, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Obligors, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations and other Eligible Transferee to whom Administrative Entity proposes any portion exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments . In no event shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with 2.1.7 or any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any provision of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and or any other Loan Document be deemed to Loans create any obligation on the part of any Lender to agree to any increase in the Revolver Commitments and Borrowers agree that any such increase shall be deemed, unless at the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18sole option of each Lender.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 30 days’ notice to Agent, as 102904560_9 long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $5,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments Commitments, except for a closing fee specified by Borrowers, and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.0015,000,000 and no more than 3 increases are made. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Xxxxxxx fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Xxxxxxx and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 30 days’ notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $5,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments Commitments, except for a closing fee specified by Borrowers, and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.0025,000,000 and no more than 3 increases are made. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to 157434923_5 increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Xxxxxxx fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Xxxxxxx and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such commitments.”

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $5,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0040,000,000 in the aggregate and no more than three increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers' increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders' adjusted shares of such Commitments.

Increase in Revolver Commitments. (a) Administrative Entity may, by written Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent (a “Revolver Commitments Increase Event”), as long as (i) the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Agent, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”ii) by an aggregate amount, for all such increases under this Section 2.18, that does 2.1.7 after the Closing Date do not exceed $250,000,000.00. Each Approved Increase shall be 150,000,000 in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify the aggregate and no more than three increases are made, (iiii) no reduction in Revolver Commitments pursuant to Section 2.1.4 has occurred after the Closing Date and prior to the requested increase, (iv) the amount requested increase does not cause (1) this Agreement to cease being an “ABL Agreement” pursuant to any Intercreditor Agreement (if then in effect) or enjoy similar rights and benefits under any intercreditor agreement (if any) relating to any Refinancing Debt refinancing or refunding the Senior Notes, the Term Loan B Facility or any Permitted Secured Debt, or (2) the Revolver Commitments to cease being “Permitted Indebtedness” (or similar term) under the Senior Notes Agreements, the Term Loan B Facility, any Permitted Secured Debt or under any comparable agreement relating to any Refinancing Debt in respect of the Senior Notes, the Term Loan B Facility or any Permitted Secured Debt, and (v) concurrently with or prior to giving effect to such proposed increase, the “ABL Cap Amount” (or similar term) set forth in any Intercreditor Agreement (if anythen in effect) is amended to increase such ABL Cap Amount (or similar term) by 115% of such requested increase. Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the existing full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in consultation with Borrower Agent, the Maximum increased Revolver AmountCommitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (iior such lesser amount committed by Lenders and Eligible Assignees) the on a date on which such agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase shall become effective (the “Increase Effective Date”)request. Agent, Obligors, and (iii) new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the identity increase in and allocations of each Lender or Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations and other Eligible Transferee to whom Administrative Entity proposes any portion exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments . In no event shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with 2.1.7 or any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any provision of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and or any other Loan Document be deemed to Loans create any obligation on the part of any Lender to agree to any increase in the Revolver Commitments and Borrowers agree that any such increase shall be deemed, unless at the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18sole option of each Lender.

Increase in Revolver Commitments. (a) Administrative Entity may, by written U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon notice to Agent, as long as the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing U.S. Revolver Commitments, except for a closing fee specified by U.S. Borrowers. Agent shall promptly notify U.S. Lenders of the requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such U.S. Lender commits to increase its U.S. Revolver Commitment. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the Lendersfull requested increase, elect to request increases in the existing Eligible Assignees may issue additional U.S. Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00become U.S. Lenders hereunder. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Agent may elect or declineallocate, in its sole discretion, to provide the increased U.S. Revolver Commitments among committing U.S. Xxxxxxx and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total U.S. Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by U.S. Xxxxxxx and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following U.S. Borrowers’ increase request. Agent, U.S. Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing U.S. Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the U.S. Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans U.S. Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased in accordance with Lenders’ adjusted shares of such U.S. Revolver Commitments made pursuant to this Section 2.18Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than thirty (30) days' notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $2,500,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.00. Each Approved Increase shall be in a minimum 5,000,000 and no more than two (2) increases are made, (c) the requested increase does not cause the Revolver Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement, (d) with respect to any requested increase after giving effect to which the aggregate principal amount of the Obligations outstanding under the Loan Documents would exceed $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify 25,000,000, (i) no Default or Event of Default (each as defined in the amount Convertible Notes Indenture) has occurred and is continuing or would occur as a consequence of such credit extension and (ii) so long as any Convertible Notes (or any Refinancing Debt with respect thereto) remain in effect, the Consolidated Leverage Ratio (as defined in the Convertible Notes Indenture or any equivalent documentation with respect to any Refinancing Debt with respect thereto) is less than or equal to 4.00:1.00 and (e) Agent shall consent to such increase, in its sole discretion. Agent shall promptly notify Lenders of the proposed requested increase and, within ten (10) Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Xxxxxxx fail to commit to the full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineagree, in its sole discretion, to provide assist in syndicating such additional Revolver Commitments if Lenders fail to commit to the full requested increase. Agent may allocate, in its discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or new Revolver Commitment such lesser amount committed by Xxxxxxx and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless and settled by Agent as necessary, in accordance with Lenders' adjusted shares of such Revolver Commitments. For the context otherwise requiresavoidance of doubt, no Lender shall have any obligation to include Loans made pursuant to the increased increase its Revolver Commitments made pursuant to this Section 2.18hereunder.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0035,000,000 in the aggregate and no more than three (3) increases are made, and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Loans and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.”

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing Revolver Commitments, except for a closing fee specified by written notice Borrowers, (b) after giving effect to Agent and any increases under this Section, the Lenders, elect to request increases Revolver Commitments do not exceed $1,150,000,000 in the existing aggregate and (c) no more than two (2) such increases are requested during any 12 month period and no more than four (4) such increases are requested during the term of this Agreement. Agent shall promptly notify Lenders of the requested increase and, within 15 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00become Lenders hereunder. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied or waived in accordance with Section 14.1, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased in accordance with Lenders’ adjusted shares of such Revolver Commitments made pursuant to this Section 2.18Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $25,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.00200,000,000 in the aggregate and no more than five increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) the requested increase does not cause the Commitments to exceed any applicable cap under any Subordinated Debt agreement or any Material Debt. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Lenders and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0040,000,000 in the aggregate and no more than three (3) increases are made, (c) the requested increase does not breach any Subordinated Debt agreement, the Term Loan Credit Agreement or any other Term Loan Document or any other agreements, instruments or documents executed and/or delivered in connection with any of the foregoing and (d) after giving effect to the requested increase, the Revolver Commitments will constitute “ABL Facility Obligations” under the Intercreditor Agreement (or any similar agreement with respect to any Refinancing Debt). Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment; provided that Borrowers agree that no Lender shall have any obligation to commit to such increase. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection discretion with an Approved Increase, such Increase Joinder may, without the consent of any other Lenderthe Borrowers (such consent not to be unreasonably withheld), effect the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such amendments to this Agreement lesser amount committed by Lenders and the other Loan Documents as may be necessary or appropriate, in the opinion of Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, to effect the provisions of this Section 2.18but no later than 60 days following Borrowers’ increase request. In connection with any such Approved IncreaseAgent, Borrower Borrowers, and new and existing Lenders shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestand Borrower deem appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Administrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Revolver Commitments and become Lenders hereunder that are reasonably satisfactory to Administrative Agent (not to be unreasonably withheld, delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $10,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.0030,000,000 in the aggregate and no more than three (3) increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Credit Agreement or any agreement evidencing or governing Permitted Junior Priority Secured/Unsecured Debt. Each Approved Increase Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Lenders hereunder. Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Agent may elect or declineallocate, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, provided (x) the conditions set forth in Section 6.2 are satisfied at such time, (y) Administrative Agent, Borrowers, and new and existing Lenders shall have executed and delivered such documents and agreements as Administrative Agent deems appropriate to this Section 2.18evidence the increase in and allocations of Revolver Commitments and (z) flood hazard diligence and documentation has been completed as required by the Flood Disaster Protection Act or otherwise in a manner satisfactory to all Co-Collateral Agents. On the effective date of an increase, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $2,000,000 and is offered on the same terms as existing Revolver Commitments, by written notice to Agent and the Lenders, elect to request increases except for fees specified in the existing Revolver Commitments and the Maximum Revolver Amount Fee Letter, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.0015,000,000 and no more than three (3) increases are made, and (c) Required Lenders consent in writing to such increase. Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Xxxxxxx fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments Lenders hereunder. Agent may elect or declineallocate, in its sole discretion, to provide the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such increased or new Revolver Commitment lesser amount committed by Xxxxxxx and Maximum Revolver AmountEligible Assignees) on a date agreed upon by Agent and Borrowers. Agent, Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent and the Lenders to comply with any of exposures under the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders' adjusted shares of such commitments.

Increase in Revolver Commitments. (i) To the extent that any requested increase in the Revolver Commitments is permitted under and will not violate the Indenture, and provided that Agent has received evidence satisfactory to it from Borrowers that such requested increase is permitted under and will not violate the Indenture, then upon the terms and subject to the conditions set forth herein, on any Business Day during the period from July 31, 2007 through the Business Day immediately prior to the last calendar day of the Term, and so long as no Default or Event of Default exists, Borrowers may request that the Revolver Commitments be increased and, upon such request, Agent shall use reasonable efforts in light of then-current market conditions to solicit additional Eligible Assignees to become Lenders for the purposes of this Agreement, or to encourage any Lender to increase its Revolver Commitment; provided, that (a) Administrative Entity mayeach Lender that is a party to this Agreement immediately prior to such increase shall have the first option, by written notice and may elect, to Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions fund its Pro Rata share of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increaseincrease in the Revolver Commitment (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of the amount of the increase in the Revolver Commitment), if anythereby increasing its Revolver Commitment hereunder, but no Lender shall have any obligation to the existing Revolver Commitments and the Maximum Revolver Amountdo so, (iib) in the date on which event that it becomes necessary to include a new Eligible Assignee to fund the amount of the requested increase in the Revolver Commitment, each such increase Eligible Assignee shall become effective (the “Increase Effective Date”)a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iiic) the identity of each no Lender shall have an obligation to Borrowers, Agent or any other Eligible Transferee Lender to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in increase its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and or its Pro Rata share of the Revolver Commitments, which decision shall be made in the Maximum sole discretion of each Lender; and (d) in no event shall the addition of any Lender or Lenders or the increase in the Revolver AmountCommitment of any Lender under this Section 2.1.6 increase the aggregate Revolver Commitments to an aggregate amount greater than $200,000,000 less the amount of any voluntary reductions under Section 2.2 hereof. Upon the addition of any Lender, or the increase in the Revolver Commitment of any Lender, the dollar amount of the Revolver Commitment set forth opposite each Lender’s name on the signature pages to this Agreement shall be amended by Agent and Borrowers to reflect such addition or such increase, and Agent shall deliver to Lenders and Borrowers a copy of such amendment. Lenders shall be entitled to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to Agent for the Total Commitments shall only be increased to the extent Pro Rata benefit of Revolver Commitments agreed to be provided by those Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new increase their Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increaseany new Lenders, such Increase Joinder may, without fee to be based upon the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, increase in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased their Revolver Commitments made pursuant only and not on their aggregate Revolver Commitments after giving effect to this Section 2.18such increase.

Increase in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, by written notice to Agent the requested increase is in a minimum amount of $25,000,000 and is offered on the Lenders, elect to request increases in the same terms as existing Revolver Commitments and the Maximum Revolver Amount Commitments, except for a closing fee specified by Borrowers, (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”b) by an aggregate amount, for all such increases under this Section 2.18, that does do not exceed $250,000,000.00. Each Approved Increase shall be 100,000,000 in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify the aggregate, (ic) the amount requested increase does not cause the Commitments to exceed 90% of any applicable cap under the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”)Senior Subordinated Debt Documents, and (iiid) no Default or Event of Default has occurred or would result after giving effect to the identity requested increase. Agent shall promptly notify Lenders of each Lender the requested increase and Borrower Agent may invite Lenders or other Eligible Transferee Assignees to whom Administrative Entity proposes any portion of such provide increased or new additional Revolver Commitments hereunder. Any Lender not responding within 10 days of notice shall be allocated deemed to have declined an increase. Agent and Borrower Agent shall determine the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion allocation of the increased or new Revolver Commitments may elect among committing Lenders and Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or declinesuch lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, in its sole discretion, to provide such increased or new Revolver Commitment but no later than 45 days following Borrowers’ increase request. Agent and Maximum Revolver AmountBorrower Agent, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total existing Lenders increasing their Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments and shall reasonably requestbe authorized to execute conforming amendments to give effect thereto. For the avoidance of doubt, if any) in order to enable no consent shall be required, except for the consent of the increasing or acceding Lenders, the Borrower Agent and the Lenders Agent, notwithstanding anything to comply the contrary in this Agreement. On the effective date of an increase, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. Upon any increase of the requirements under Regulations Taggregate Revolver Commitments in accordance with this Section, U or X each of the Federal Reserve Board. Unless otherwise specifically provided hereinDollar amounts contained in the definition of Eligible Containers and Compactors Formula Amount, all references in this Agreement Eligible Inventory Formula Amount, Eligible Real Estate Formula Amount and any other Loan Document to Loans Eligible Other Equipment Formula Amount shall be deemed, unless increased by an amount (net of any decreases in the context otherwise requires, aggregate Revolver Commitments) proportionate to include Loans made pursuant to the increased such aggregate increase in Revolver Commitments made pursuant to this Section 2.18Commitments.

Increase in Revolver Commitments. U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon not less than 45 days’ notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing U.S. Revolver Commitments, except for a closing fee specified by written notice to Agent U.S. Borrowers and Agent, and (b) after the LendersFourth Amendment Effective Date, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such total increases under this Section 2.18, that does do not exceed $250,000,000.00150,000,000 and no more than 3 increases are made. Each Approved Increase Agent shall promptly notify U.S. Lenders of the requested increase and, within 10 Business Days thereafter, each U.S. Lender shall notify Agent if and to what extent such U.S. Lender commits to increase its U.S. Revolver Commitment. Any U.S. Lender not responding within such period shall be deemed to have declined an increase. If U.S. Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional U.S. Revolver Commitments and become U.S. Lenders hereunder. Agent may allocate, in its discretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Total U.S. Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by U.S. Lenders and Eligible Assignees) on a minimum principal amount of $5,000,000 unless otherwise date agreed upon by Agent and Borrower Agent. Each such notice shall specify , provided (i) the amount of the proposed increase, if any, to the existing Revolver Commitments conditions set forth in Section 6.3 are satisfied at such time; and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”)flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver AmountU.S. Borrowers, and the Revolver Commitments, the Maximum Revolver Amount, new and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by existing U.S. Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, if any) in order to enable Agent the U.S. Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans U.S. Revolver Commitments shall be deemedreallocated among U.S. Lenders, unless the context otherwise requiresand settled by Agent as necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18.in accordance with Lenders’ adjusted shares of such commitments. 2.2

Increase in Revolver Commitments. Borrowers may request a one-time increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity maythe requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing Revolver Commitments except for a closing fee and an increase in the Applicable Margin, to the extent either is acceptable to Borrowers, and (b) the total increase under this Section does not exceed $10,000,000. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Xxxxxxx fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by written notice to the requested amount (or such lesser amount committed by Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 10 days after receipt of such commitments by Xxxxxxx and Eligible Assignees. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the Lenders, elect to request increases increase in the existing and allocations of Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies in the terms and conditions Applicable Margin, if any. On the effective date of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases increase under this Section 2.182.1.7, that does not exceed $250,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) Schedule 1.1 will automatically be revised to provide that the amount of the proposed increase, if any, to the existing maximum Revolver Commitments (as increased) will be effective during the Seasonal Period each year and the Maximum Revolver Amountwill automatically reduce to $225,000,000 at all other times, and (ii) the date on which such increase Revolver Usage and other exposures under the Revolver Commitments shall become effective (the “Increase Effective Date”)be reallocated among Lenders, and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion settled by Agent as necessary, in accordance with Lenders’ adjusted shares of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased to the extent of Revolver Commitments agreed to be provided by Lenders or Eligible Transfereescommitments. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans shall be deemed, unless the context otherwise requires, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18.​

Increase in Revolver Commitments. At any time prior to the Revolving Loan Termination Date, Borrower Representative may request an increase in Revolving Loan Commitments (including a request for a separate tranche of loans to be made to Subsidiaries of Borrower Representative organized under the laws of Germany, the United Kingdom or such other jurisdiction as approved by Agent (which approval shall not be unreasonably conditioned, withheld or delayed) and denominated in the applicable currency of such jurisdiction, to the extent available and approved by Agent and subject to Section 4.13) from time to time upon written notice to Agent, as long as (a) Administrative Entity mayno Event of Default has occurred and is continuing, (b) the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing Revolving Loan Commitments, except for a closing fee specified by written notice to Agent and the Lendersany modifications required to conform to any local law requirements, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”c) by an aggregate amount, for all such increases under this Section 2.18, that does 1.15 do not exceed $250,000,000.00. Each Approved Increase shall be 75,000,000 in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increase, if any, to the existing Revolver Commitments and the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the “Increase Effective Date”)aggregate, and (iiid) the identity requested increase does not cause the Revolving Loan Commitments to exceed any applicable cap under the Intercreditor Agreement. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender or other Eligible Transferee shall notify Agent if and to whom Administrative Entity proposes any portion of what extent such increased or new Revolver Commitments Lender commits to increase its Revolving Loan Commitment. Any Lender not responding within such period shall be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached deemed to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, have declined an increase. If Lenders fail to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments shall only be increased commit to the extent of Revolver Commitments agreed to be provided full requested increase, one or more financial institutions designated by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment Borrower Representative and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and approved by Agent (whose consent thereto which approval shall not be unreasonably conditioned, withheld or delayed) that extends revolving credit facilities of this type in its ordinary course of business (such institution, collectively "Prospective Lenders") may issue such additional Revolving Loan Commitments and become a Lender hereunder. Agent may allocate the increased Revolving Loan Commitments among committing Lenders (including any Prospective Lender) in consultation with the Borrower Representative. Provided the conditions set forth in Section 2.2 are party satisfied, total Revolving Loan Commitments shall be increased by the requested amount (the “Increase Joinder”)or such lesser amount committed by Lenders and Prospective Lenders) on a date agreed upon by Agent and Borrower Representative, but no later than 45 days following Borrower Representative's increase request. If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved IncreaseBorrowers, Borrower and new and existing Lenders shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably requestdeems appropriate to evidence the increase in and allocations of Revolving Loan Commitments. On the effective date of an increase, if any) in order to enable Agent the Revolver Usage and other exposures under the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Revolving Loan Document to Loans Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders' adjusted shares of such Revolving Loan Commitments.

Increase in Revolver Commitments. Borrowers, through Borrower Agent, may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Administrative Entity may, such increase is approved by written notice Agent in its Permitted Discretion and is subject to Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions mutually agreed upon by Agent and Borrower Agent, (b) the requested increase is in a minimum amount of this Section 2.18$20,000,000 (or such lesser amount which would, an “Approved Increase”when added to all previously authorized increases pursuant hereto, cause such increase to reach the maximum amount set forth below) and is offered on the same terms as existing Revolver Commitments, except for a closing fee specified by an aggregate amountBorrowers, for all such (c) increases under this Section 2.18do not collectively exceed $50,000,000 in the aggregate and no more than three (3) increases are made, that (d) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase and (e) the requested increase does not cause the Commitments to exceed $250,000,000.0090% of any applicable cap under any Subordinated Debt agreement or the Indenture (the “Accordion”). Each Approved Increase Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Agent shall promptly notify Borrower Agent of each Lender’s response. Any Lender not responding within such period shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agentdeemed to have declined an increase. Each such notice shall specify (i) If Lenders fail to commit to the amount of the proposed full requested increase, if any, to the existing Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder so as to bring the Maximum Revolver Amount, (ii) Commitment up to the date on which such increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments amount requested by Borrower Agent. Agent may elect or declineallocate, in its sole discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. If the full increase requested by Borrower’s Agent is not committed to provide such increased or new Revolver by the Lenders after taking into account the participation of Eligible Assignees, then the Revolving Commitment and Maximum Revolver Amount, and the Revolver Commitments, the Maximum Revolver Amount, and the Total Commitments nonetheless shall only be increased to the extent of any Lender or Lenders and/or Eligible Assignees expressly commit thereto pursuant to this Section 2.1.7. Provided the conditions set forth in Section 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by any Lender or Lenders and Eligible Assignees) on a date agreed to be provided upon by Lenders or Eligible TransfereesAgent and Borrower Agent. Any Eligible Transferee who agrees to provide such increased or new Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved IncreaseBorrowers, Borrower and new and existing Lenders shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation documents and agreements as Agent shall reasonably request, if any) deems appropriate to evidence the increase in order to enable Agent and allocations of Revolver Commitments. On the Lenders to comply with any effective date of the requirements under Regulations T, U or X of the Federal Reserve Board. Unless otherwise specifically provided hereinan increase, all references in this Agreement outstanding Revolver Loans, LC Obligations and any other Loan Document to Loans exposures under the Revolver Commitments shall be deemedreallocated among Lenders, unless the context otherwise requiresand settled by Agent if necessary, to include Loans made pursuant to the increased Revolver Commitments made pursuant to this Section 2.18in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Revolver Commitments. (i) So long as no Default or Event of Default exists, Borrowers may request that the Revolver Commitments be increased and, upon such request, Administrative Agent shall use reasonable efforts in light of then current market conditions to solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Revolver Commitment, provided that (a) Administrative Entity mayeach Lender which is a party to this Agreement immediately prior to such increase shall have the first option, by written notice and may elect, to Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase that satisfies the terms and conditions fund its Pro Rata share of this Section 2.18, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.18, that does not exceed $250,000,000.00. Each Approved Increase shall be in a minimum principal amount of $5,000,000 unless otherwise agreed by Agent. Each such notice shall specify (i) the amount of the proposed increaseincrease in the Revolver Commitment (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of the amount of the increase in the Revolver Commitment), if anythereby increasing its Commitment hereunder, but no Lender shall have any obligation to do so, (b) in the event that it becomes necessary to include a new financial institution to fund the amount of the requested increase in the Revolver Commitment, each such financial institution shall be an Eligible Assignee and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (c) no Lender shall have an obligation to the existing Revolver Commitments and the Maximum Revolver AmountBorrowers, (ii) the date on which such Agents or any other Lender to increase shall become effective (the “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom Administrative Entity proposes any portion of such increased or new Revolver Commitments be allocated and the amounts of such allocations; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the increased or new Revolver Commitments may elect or decline, in its sole discretion, to provide such increased or new Revolver Commitment and Maximum Revolver Amount, and or its Pro Rata share of the Revolver Commitments, which decision shall be made in the Maximum sole discretion of each Lender; and (d) in no event shall the addition of any Lender or Lenders or the increase in the Revolver Amount, and Commitment of any Lender under this Section 2.1.8 increase the Total Commitments shall only be increased to the extent of aggregate Revolver Commitments agreed (i) in any single instance by less than $5,000,000 or (ii) to be provided by Lenders an aggregate amount greater than $375,000,000 less the amount of any voluntary reductions under Section 2.1.5 hereof. Upon the addition of any Lender, or Eligible Transferees. Any Eligible Transferee who agrees to provide such increased or new the increase in the Revolver Commitment and Maximum Revolver Amount shall execute a joinder agreement to which such Eligible Transferee and Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may Schedule 1 shall be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.18. In connection with any such Approved Increase, Borrower shall execute and deliver to Agent (with sufficient additional originals thereof for each Lender) a new Form U-1 (together with such other documentation as Agent shall reasonably request, if any) in order to enable amended by Administrative Agent and the Lenders Borrowers to comply with any of the requirements under Regulations Treflect such addition or such increase, U or X of the Federal Reserve Board. Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Loans Administrative Agent shall be deemed, unless the context otherwise requires, to include Loans made pursuant deliver to the increased Revolver Commitments made Lenders, Agents and Borrowers copies of such amended Schedule 1. Any new financial institution added as a new Lender pursuant to this Section 2.182.1.8 shall be required to have a Revolver Commitment of not less than $5,000,000. Borrowers shall not be required to pay to Administrative Agent, for its own account, an administrative or arrangement fee for the foregoing increase in the Revolver Commitments even if such fee requires the processing of any new Lender. Lenders shall be entitled to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to the Administrative Agent for the Pro Rata benefit of those Lenders who increase their Revolver Commitment and any new Lenders, such fee to be based upon the increase in their Revolver Commitments only and not on their aggregate Revolver Commitments after giving effect to such increase.