Common use of Increase in Revolver Commitments Clause in Contracts

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) the 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 Borrowers, (b) total aggregate increases in the 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 consent of Borrower Agent, 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 date agreed upon by Agent and Borrower Agent, provided that (i) the 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 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from (a) From time to time upon notice to Agentduring the period from and after the Restatement Effective Date until the Maturity Date (but not more than on 3 occasions), as long as (a) the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing Revolver CommitmentsCommitments and the Maximum Revolver Amount may be increased (each increase that satisfies the terms and conditions herein, other than an “Approved Increase”) by an amount not in respect excess of fees specified the Available Increase Amount at the option of Borrower by Borrowersdelivery of a written notice of a proposed increase to Agent if (i) Agent has approved the proposed increase (ii) each of the conditions precedent set forth in Section 3.2 are satisfied as of the Increase Effective Date, (biii) total aggregate increases Borrower has delivered to Agent updated pro forma Projections (after giving effect to the proposed increase) for Borrower and its Subsidiaries evidencing compliance on a pro forma basis with the financial covenants in Section 6.16 for the Revolver Commitments pursuant to this Section do not exceed $300,000,00012 calendar months (on a quarter-by-quarter basis) following the Increase Effective Date, in form and (c) no more than six (6) (or such greater number as shall be content reasonably acceptable to Agent, (iv) Borrower has agreed to pay on the Increase Effective Date a fee in respect of the increase in an amount to be agreed upon by Borrower, Agent and the lenders providing the additional Revolver Commitments, and (v) Agent has obtained the commitment of one or more Lenders or other lenders reasonably satisfactory to Agent to provide the proposed increase. Each such increases notice shall specify the date on which the proposed increase is to be effective (the “Increase Effective Date”), which date shall not be less than 10 Business Days after the date of such notice. Each proposed increase shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. (b) So long as each of the requirements set forth in Section 2.15(a) are requested during satisfied, the term increased Revolver Commitments with respect to an Approved Increase shall become effective, as of this Agreement. such Increase Effective Date. (c) Agent shall promptly notify Lenders of the requested increase and, within 5 Business Days thereafter, invite each Lender to increase its Revolver Commitment (it being understood that no Lender shall notify Agent if and to what extent such Lender commits be obligated to increase its Revolver Commitment. Any ) or may invite any other Person who is reasonably satisfactory to Agent to become a Lender not responding within such period shall be deemed to have declined in connection with 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 allocateApproved Increase by executing a joinder agreement, in its discretion form and substance reasonably satisfactory to Agent, to which such Person, Borrower, and Agent are party (the “Increase Joinder”). Such Increase Joinder may, with the consent of Borrower and the Required Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effectuate the provisions of this Section 2.15. (d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Advances shall be deemed, unless the context otherwise requires, to include Advances made pursuant to the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total and Maximum Revolver Commitments shall be increased by the requested amount Amount pursuant to this Section 2.15. (or such lesser amount committed by Lenders and Eligible Assigneese) on a date agreed upon by Agent and Borrower Agent, provided that (i) the 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 To the extent any portion Advances or Letters of Credit are outstanding on the Increase Effective Date, each of the Obligations are secured by Lenders having a Mortgage Revolver Commitment prior to the Increase Effective Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or Leasehold Mortgageadditional Revolver Commitment on the Increase Effective Date (the “Post-Increase Revolver Lenders”), flood insurance diligence and documentation have been completed such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Effective Date as required by all Flood Laws or otherwise shall be necessary in a manner satisfactory order that, after giving effect to all Lenderssuch assignments and purchases, Agent, Borrowers. On the effective date such Advances and participation interests in Letters of an increase, the Credit will be held by Pre-Increase Revolver Usage Lenders and other exposures under the Post-Increase Revolver Commitments shall be reallocated among Lenders, and settled by Agent as necessary, Lenders ratably in accordance with Lenders’ adjusted shares of their Pro Rata Share after giving effect to such increased Revolver Commitments. (f) The Advances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Advances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Loan Documents. Notwithstanding Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the foregoing or anything to the contrary contained in Liens granted by the Loan Documents (including Section 14.1), if continue to be perfected under the rate of interest, the Unused Line Fee Code or similar fee or interest rate applicable otherwise after giving effect to the increase in establishment of any such new Revolver Commitments exceeds the rate of interest, the Unused Line Fee or similar fee or interest rate of the existing and Maximum Revolver Loans, (i) the Borrowers may, at the sole option of Borrower Agent, decline such increase in the Revolver Commitments or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersAmount.

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) From time toAt any time during the requested period from and after the ClosingAmendment Effective Date, at the option of Borrower by delivery of a written notice of a proposed increase is to Agent (but subject to the conditions set forth 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 Borrowers, clause (b) total below), the existing Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases in of the Revolver Commitments pursuant and the Maximum Revolver Amount not to this Section do exceed the Available Increase Amount (each such increase, an “Increase”) by an amount not to 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 AgreementAvailable Increase Amount. Agent shall promptly notify Lenders of the requested increase and, within 5 Business Days thereafter, invite each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Commitments (it being understood that no Lender not responding within such period shall be deemed obligated to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional increase its Revolver Commitments and become may refuse to do so for any reason or for no reason at all) in connection with a proposed Increase at the interest marginmargins proposed by Borrower, and if sufficient Lenders hereunder. Agent may allocate, in its discretion and with the consent of Borrower Agent, the increased do not agree to increase their Revolver Commitments among committing Lenders andin connection with such proposed Increase, if necessary, Eligible Assigneesthen 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. Total Revolver Commitments Any Increase shall be increased by the requested in an amount of at least $5,000,000 (or such lesser amount committed as then equals the Available Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases ofto the Revolver Commitments and the Maximum Revolver Amount pursuant to this Section 2.14 made after the Amendment Effective Date exceed $25,000,00050,000,000. (b) Each notice of a proposed Increase delivered by Borrower shall specify the date on which the proposed Increase is to be effective (the “Increase Effective Date”), which date shall not be less than 10 Business Days (or such shorter period as is acceptable to Agent in its sole discretion) after the date of such notice, and each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith: (i) Agent or Borrower has obtained the commitment of one or more Lenders and Eligible Assignees(or other prospective lenders) on a date agreed upon by reasonably satisfactory to Agent and Borrower Agentto provide the applicable Increase, provided that and any such Lenders (ior prospective lenders), Borrower and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent and Borrower, to which such Lenders (or prospective lenders), Borrower, and Agent are party, (ii) each of the conditions precedent set forth in Section 6.2(a) and (b) 3.2 are satisfied as of the Increase Effective Date; provided, that with respect to any Increase the proceeds of which are being used (in whole or waived in part) to finance a Limited Condition Acquisition, and in each case, solely to the extent agreed to by the Lenders (or prospective Lenders) providing such Revolver Commitment increase Increase, (A) the condition set forth in Section 3.2(b) may be limited, at the time of funding on the date of consummation of such time Limited Condition Acquisition, to any Default or Event of Default under Sections 8.1, 8.4 and 8.5 (provided, that no Default or Event of Default shall have occurred and be continuing on the relevant LCA Test Date), and (iiB) the other conditions to the funding of Advances under such Increase on the date of consummation of such Limited Condition Acquisition may be subject to customary “SunGard” or “certain funds” limitations to the extent any portion of the 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 proceeds of such Revolver Commitments. Notwithstanding the foregoing or anything Advances are used to the contrary contained in the Loan Documents finance such Limited Condition Acquisition, (including Section 14.1), if the 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, (iiii) the Borrowers may, at the sole option of Borrower Agent, decline such increase in the Revolver Commitments or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.[reserved],

Increase in Revolver Commitments. The 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) 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, other than in respect of fees except for a closing fee specified by BorrowersU.S. Borrowers and Agent, and (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 100,000,000 and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such 3 increases are requested during the term of this Agreementmade. Agent shall promptly notify U.S. Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, 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 date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) 6.3 are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time time; and (ii) to the extent any portion of the 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, U.S. Borrowers, and the new and existing U.S. Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, the U.S. Revolver Usage and other exposures under the U.S. Revolver Commitments shall be reallocated among U.S. 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

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 may, by written notice to Agent and the requested Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase is 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 $10,000,000 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 is offered the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the same terms as existing “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 than in respect of fees specified by BorrowersLender, (b) total aggregate increases 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 do not exceed $300,000,000, and 2.18. (cb) 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 The increased Revolver Commitments and Maximum Revolver Amount with respect to an Approved Increase shall become Lenders hereunder. Agent may allocate, in its discretion and with the consent effective as of Borrower Agent, 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 date agreed upon by Agent and Borrower Agent, Increase Effective Date; provided that (i) each of the conditions set forth in Section 6.2(a3.2 shall be satisfied. (c) The terms and provisions of Loans made pursuant to an Approved Increase shall be identical to the terms and provisions applicable to the relevant Loans made immediately prior to such Increase Effective Date. (bd) are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to To the extent any portion Advances or Letters of Credit are outstanding on the 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 Increase Effective Date when the Revolver Commitments and the Maximum Revolver Amount are increased, each of the Lenders having a Revolver Commitment prior to the Increase Effective Date (the “Revolver Pre-Increase Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Effective Date (the “Revolver Post-Increase Lenders”), and such Revolver Post-Increase Lenders shall purchase from each Revolver Pre-Increase Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Effective Date as shall be reallocated among Lendersnecessary in order that, after giving effect to all such assignments and settled purchases, such Advances and participation interests in Letters of Credit will be held by Agent as necessary, Revolver Pre-Increase Lenders and Revolver Post-Increase Lenders ratably in accordance with Lenders’ adjusted shares of their Pro Rata Share after giving effect to such increased Revolver Commitments. Notwithstanding . (e) The Loans and Revolver Commitments established pursuant to this Section shall constitute Loans and Revolver Commitments under, and shall be entitled to all the foregoing or anything to benefits afforded by, this Agreement and the contrary contained in other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersDocuments.

Increase in Revolver Commitments. The Borrowers Borrowers, through Borrower Agent, may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) such increase is approved by Agent in its sole discretion and is subject to terms and conditions mutually agreed upon by Agent and Borrower Agent, (b) the requested increase is in a minimum amount of $10,000,000 or the Euro equivalent thereof (as determined by Agent) (or such lesser amount which would, 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, other than in respect of fees except for a closing fee specified by Borrowers, (bc) total aggregate increases in the Revolver Commitments pursuant to under this Section do not collectively exceed $300,000,000, 50,000,000 or the Euro equivalent thereof (as determined by Agent) in the aggregate and (c) no more than six 4 increases are made, (6d) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (or e) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement and (f) if such greater number 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 be reasonably acceptable 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) such increases are requested during , as it shall deem appropriate (the term of this Agreement“Accordion”). Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 hereunderhereunder so as to bring the Revolver Commitment up to the amount requested by Borrower Agent. Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total If the full increase requested by Borrower's Agent is not committed to by the Lenders after taking into account the participation of Eligible Assignees, then the Revolving Commitment nonetheless shall be increased to the extent 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 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, provided that (i) the 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 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, 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, the all outstanding Revolver Usage Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers Borrower Agent may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of except for arrangement, closing, upfront or similar fees specified by agreed to among Borrowers, existing Lenders and new Lenders (if applicable) providing such increased Revolver Commitments, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00050,000,000, and (c) no more than six five (65) increases in Revolver Commitments are made, (d) Borrowers pay all reasonable and documented out of pocket fees and expenses incurred by Agent and Lenders providing such 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 greater number as increase in Revolver Commitments shall not violate the terms of such indenture or agreement regarding the amount of indebtedness permitted with respect to the Revolver Commitments), (f) any such increase in Revolver Commitment shall benefit from the same guarantees as, and be reasonably acceptable secured on a pari passu basis by the Collateral, and (g) the requested increase does not cause the Commitments to Agent) such increases are requested during the term exceed 90% of this Agreementany applicable cap under any Subordinated Debt agreement or under any Term Debt Documents. Agent shall promptly notify Lenders of the requested increase and, within 5 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, provided that, any such new Lender assumes all of the rights and obligations of a “Lender” under this Agreement. Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

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) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees specified by except for a closing fee agreed to among Agent and Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00015,000,000 in the aggregate and no more than three (3) increases are made, and (c) no more than six the requested increase is consented to by any holders of Debt subject to the Intercreditor Agreement (6) (or such greater number as shall be reasonably acceptable to the extent deemed necessary by Agent) such increases are requested during the term of this Agreement). Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

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) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than 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 date of each such increase in respect of fees specified by BorrowersRevolver Commitment pursuant to this Section 2.1.7, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00070,000,000 and no more than 5 increases are made, and (c) no more than six (6) (or such greater number as shall be reasonably acceptable the requested increase does not cause the Commitments to Agent) such increases are requested during the term exceed 90% of this Agreementany applicable cap under any Subordinated Debt agreement. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Provided the conditions set forth in Section 6.3 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

Increase in Revolver Commitments. The 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) 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, other than in respect of fees except for a closing fee specified by BorrowersU.S. Borrowers and Agent, and (b) after the Fourth Amendment Effective Date, the total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 150,000,000 and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such 3 increases are requested during the term of this Agreementmade. Agent shall promptly notify U.S. Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, 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 date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) 6.3 are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time time; and (ii) to the extent any portion of the 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, U.S. Borrowers, and the new and existing U.S. Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, the U.S. Revolver Usage and other exposures under the U.S. Revolver Commitments shall be reallocated among U.S. Lenders, and settled by Agent as necessary, in accordance with Lenders’ adjusted shares of such Revolver Commitmentscommitments. Notwithstanding the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.2.2

Increase in Revolver Commitments. The (a) Subject to the terms and conditions hereof, at any time after the Closing Date and up to the Commitment Termination Date, provided that no Default or Event of Default has occurred and is continuing, the Borrowers may request an that the Lenders increase in the Revolver Commitments from time by an aggregate of $35,000,000 (each such commitment increase, a “Revolver Commitment Increase”) by notifying Agent and each Lender. Notwithstanding anything in this Agreement, the Revolver Commitment Increase shall not require the approval of any Lender other than any Lender (if any) providing all or part of the Revolver Commitment Increase. No Lender shall be required to time upon notice provide all or part of any Revolver Commitment Increase unless it agrees to Agentdo so in its sole discretion, as long as the Revolver Commitment Increase shall be in an amount less than $35,000,000 (a) unless otherwise agreed by Agent in its discretion), and the requested increase is in a minimum aggregate amount of Revolver Commitments after giving effect to the Revolver Commitment Increase shall not exceed $10,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees specified by Borrowers, 100,000,000. (b) total aggregate increases in The Revolver Commitment Increase shall be offered by Borrowers to Lenders on a Pro Rata basis on the date that the Revolver Commitments pursuant Commitment Increase is requested. Lenders shall have 15 Business Days to this Section do not exceed $300,000,000, respond to the request for a Revolver Commitment Increase (by notice to Borrowers 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 and may elect to accept all, a portion or none of this Agreement. Agent shall promptly notify Lenders their respective Pro Rata shares 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 proposed Revolver CommitmentCommitment Increase. Any Lender not responding within which fails to respond to a request for a Revolver Commitment Increase by the end of such 15 Business Day period shall will be deemed to have declined an increasethe request for its Pro Rata share of the requested Revolver Commitment Increase. If any portion of a requested Revolver Commitment Increase is not provided by the Lenders, then Borrowers may request that the other Lenders (without regard to their Pro Rata percentage) or one or more Eligible Assignees provide such Revolver Commitment Increase. If Lenders fail do not provide the Revolver Commitment Increase pursuant to commit this Section 2.2, then Agent, in consultation with Borrowers, shall use its commercially reasonable efforts on terms to be mutually agreed upon to obtain one or more additional Eligible Assignees to become parties to this Agreement to the full extent necessary to satisfy Borrowers’ request for the Revolver Commitment Increase. In any such case, each Person providing a portion of the requested increaseRevolver Commitment Increase shall execute and deliver to Agent and Borrowers all such documentation as may be reasonably required by Agent to evidence such Revolver Commitment Increase. (c) If any requested Revolver Commitment Increase is agreed to in accordance with this Section 2.2, Eligible Assignees may issue additional Agent and the Borrowers shall determine effective date of such Revolver Commitments and become Lenders hereunderCommitment Increase (the “Commitment Increase Effective Date”). Agent may allocateAgent, in its discretion and with the consent and approval of Borrower AgentBorrowers, shall promptly confirm in writing to Lenders the increased final allocation of such Revolver Commitments among committing Lenders and, if necessary, Eligible AssigneesCommitment Increase and the Commitment Increase Effective Date. Total Revolver Commitments shall be increased by On the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that Commitment Increase Effective Date: (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by Pro Rata shares of Lenders shall be amended to reflect the Lenders providing such reallocated Revolver Commitment increase at such time and Commitments; (ii) each Person added as a new Lender pursuant to a Revolver Commitment Increase (a “New Lender”) shall become a Lender hereunder and under the extent any portion of other Loan Documents with a Revolver Commitment as set forth on the Obligations are secured joinder agreement executed 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, such Lender; (iii) the Revolver Usage Commitment of each existing Lender that increases its Revolver Commitment pursuant to a Revolver Commitment Increase (an “Increasing Lender”) shall be increased as reflected on an Assignment and other exposures Acceptance; (iv) Borrowers shall pay (which may be funded with Revolver Loans made under the Revolver Commitments shall be reallocated among LendersCommitment Increase) the principal amount of, and settled accrued and unpaid interest on, Revolver Loans of Lenders other than New Lenders in an amount sufficient (as determined by Agent as necessaryAgent) to permit New Lenders and Increasing Lenders to fund Revolver Loans in an amount equal to New Lenders’ and Increasing Lenders’ respective Pro Rata shares of the then outstanding Revolver Loans, and in connection with such payment shall also pay funding losses, if any, on such repayment in accordance with Lenders’ adjusted shares Section 3.9; (v) each New Lender shall fund Revolver Loans in an amount equal to its Pro Rata share of the then outstanding Revolver Loans; and (vi) each Increasing Lender shall fund Revolver Loans in an amount necessary such that, after giving effect to such funding, it shall have funded its Pro Rata share of the entire amount of the then outstanding Revolver CommitmentsLoans. Notwithstanding the foregoing or anything Any New Lender shall be required to have a Revolver Commitment of not less than $35,000,000 (unless otherwise agreed by Agent in its discretion). (d) As a condition precedent to the contrary contained effectiveness of the Revolver Commitment Increase, Borrowers shall each deliver to Agent a certificate signed by a Senior Officer, dated as of the Commitment Increase Effective Date, that as of the Commitment Increase Effective Date no Default or Event of Default has occurred and is continuing. (e) This Section shall supersede any provisions in the Loan Documents (including Section 14.1), if the rate of interest, the Unused Line Fee 12.5 or similar fee or interest rate applicable 14.1 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscontrary.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time Subject to time upon notice to Agent, as long as (a) the 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 Borrowers, (b) total aggregate increases in the 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 consent of Borrower Agent, 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 date agreed upon by Agent and Borrower Agent, provided that (i) the 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 Obligations are secured by a Mortgage or Leasehold Mortgage2.15(b), 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 Borrower may request that the Revolver Commitments shall be reallocated among Lendersincreased by an aggregate amount of up to Twenty-Five Million Dollars ($25,000,000) (each such increase, an “Increase”; and settled by Agent as necessaryeach date on which an Increase is made, an “Increase Date”). Borrower may submit a request in writing in accordance with Lenders’ adjusted shares the notice provisions of such this Agreement (each, an “Increase Request”) not later than 2:00 p.m. Pacific time three (3) U.S. Government Securities Business Days prior to the date of the proposed Increase that Bank increase its Revolver Commitments in connection with a proposed Increase (it being agreed and understood that Bank shall not be obligated to increase its Revolver Commitments). Notwithstanding the foregoing or anything If Bank does not agree to the contrary contained in the Loan Documents (including Section 14.1), if the rate of interest, the Unused Line Fee or similar fee or interest rate applicable to the increase in its Revolver Commitments exceeds the rate in connection with such proposed Increase, then Borrower may consult with Bank to invite one or more prospective lenders satisfactory to Bank in its reasonable discretion to become a lender under this Agreement in connection with a proposed Increase. Any Increase shall be in an amount of interest, the Unused Line Fee or similar fee or interest rate at least $1,000,000 and integral multiples of the existing Revolver Loans, (i) the Borrowers may, at the sole option of Borrower Agent, decline such increase $100,000 in excess thereof. In no event may the Revolver Commitments or be increased pursuant to this Section 2.15 on more than three (ii3) occasions in the aggregate for all such rate Increases. Submission by Borrower of interest and/or fee an Increase Request shall be increased deemed to be a certification that the representations and warranties in excess this Agreement are true, accurate, and correct in all material respects on the date of such submission; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and correct in all material respects as of such specific date. For the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the rate of interest and/or fee applicable thereto to match that applicable Increases to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersCommitments exceed Twenty-Five Million Dollars ($25,000,000).

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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00050,000,000 in the aggregate and no more than three (3) increases are made, and (c) no more than six (6) (or such greater number as shall be reasonably acceptable reduction in Commitments pursuant to Agent) such increases are Section 2.1.4 has occurred prior to the requested during the term of this Agreementincrease. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers' increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, the Revolver Usage Loans and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers At any time prior to the Revolving Loan Termination Date, Borrower Representative may request an increase in Revolver 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) no 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 Revolver Revolving Loan Commitments, other than in respect of fees except for a closing fee specified by BorrowersAgent and any modifications required to conform to any local law requirements, (bc) total aggregate increases in the Revolver Commitments pursuant to under this Section 1.15 do not exceed $300,000,00075,000,000 in the aggregate, and (cd) no more than six (6) (or such greater number as shall be reasonably acceptable the requested increase does not cause the Revolving Loan Commitments to Agent) such increases are requested during exceed any applicable cap under the term of this Intercreditor Agreement. Agent shall promptly notify Lenders of the requested increase and, within 5 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Revolving Loan 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 one or more financial institutions designated by Borrower Representative and approved by Agent (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 Revolver Revolving Loan Commitments and become Lenders a Lender hereunder. Agent may allocate, in its discretion and with the consent of Borrower Agent, allocate the increased Revolver Revolving Loan Commitments among committing Lenders and(including any Prospective Lender) in consultation with the Borrower Representative. Provided the conditions set forth in Section 2.2 are satisfied, if necessary, Eligible Assignees. Total Revolver total Revolving Loan Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible AssigneesProspective Lenders) on a date agreed upon by Agent and Borrower AgentRepresentative, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrower Representative's increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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 Revolving Loan Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Revolver Revolving Loan Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ ' adjusted shares of such Revolver Revolving Loan Commitments. Notwithstanding the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers may request an a one-time increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum the amount of $10,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Borrowers, and (b) total aggregate increases in such increase is permitted under the 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 terms of the term of this Intercreditor Agreement. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers' increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

Increase in Revolver Commitments. The (a) Subject to the terms and conditions hereof, at any time after the Closing Date and up to the Commitment Termination Date, provided that no Default or Event of Default has occurred and is continuing, the Borrowers may request an that the Lenders increase in the Revolver Commitments from time by an aggregate of $35,000,000 (each such commitment increase, a “Revolver Commitment Increase”) by notifying Agent and each Lender. Notwithstanding anything in this Agreement, the Revolver Commitment Increase shall not require the approval of any Lender other than any Lender (if any) providing all or part of the Revolver Commitment Increase. No Lender shall be required to time upon notice provide all or part of any Revolver Commitment Increase unless it agrees to Agentdo so in its sole discretion, as long as the Revolver Commitment Increase shall be in an amount less than $35,000,000 (a) unless otherwise agreed by Agent in its discretion), and the requested increase is in a minimum aggregate amount of Revolver Commitments after giving effect to the Revolver Commitment Increase shall not exceed $10,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees specified by Borrowers, 100,000,000. (b) total aggregate increases in The Revolver Commitment Increase shall be offered by Borrowers to Lenders on a Pro Rata basis on the date that the Revolver Commitments pursuant Commitment Increase is requested. Lenders shall have 15 Business Days to this Section do not exceed $300,000,000, respond to the request for a Revolver Commitment Increase (by notice to Borrowers 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 and may elect to accept all, a portion or none of this Agreement. Agent shall promptly notify Lenders their respective Pro Rata shares 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 proposed Revolver CommitmentCommitment Increase. Any Lender not responding within which fails to respond to a request for a Revolver Commitment Increase by the end of such 15 Business Day period shall will be deemed to have declined an increasethe request for its Pro Rata share of the requested Revolver Commitment Increase. If any portion of a requested Revolver Commitment Increase is not provided by the Lenders, then Borrowers may request that the other Lenders (without regard to their Pro Rata percentage) or one or more Eligible Assignees provide such Revolver Commitment Increase. If Lenders fail do not provide the Revolver Commitment Increase pursuant to commit this Section 2.2, then Agent, in consultation with Borrowers, shall use its commercially reasonable efforts on terms to be mutually agreed upon to obtain one or more additional Eligible Assignees to become parties to this Agreement to the full extent necessary to satisfy Borrowers’ request for the Revolver Commitment Increase. In any such case, each Person providing a portion of the requested increaseRevolver Commitment Increase shall execute and deliver to Agent and Borrowers all such documentation as may be reasonably required by Agent to evidence such Revolver Commitment Increase. (c) If any requested Revolver Commitment Increase is agreed to in accordance with this Section 2.2, Eligible Assignees may issue additional Agent and the Borrowers shall determine effective date of such Revolver Commitments and become Lenders hereunderCommitment Increase (the “Commitment Increase Effective Date”). Agent may allocateAgent, in its discretion and with the consent and approval of Borrower AgentBorrowers, shall promptly confirm in writing to Lenders the increased final allocation of such Revolver Commitments among committing Lenders and, if necessary, Eligible AssigneesCommitment Increase and the Commitment Increase Effective Date. Total Revolver Commitments shall be increased by On the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that Commitment Increase Effective Date: (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by Pro Rata shares of Lenders shall be amended to reflect the Lenders providing such reallocated Revolver Commitment increase at such time and Commitments; (ii) each Person added as a new Lender pursuant to a Revolver Commitment Increase (a “New Lender”) shall become a Lender hereunder and under the extent any portion of other Loan Documents with a Revolver Commitment as set forth on the Obligations are secured joinder agreement executed 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, such Xxxxxx; (iii) the Revolver Usage Commitment of each existing Lender that increases its Revolver Commitment pursuant to a Revolver Commitment Increase (an “Increasing Lender”) shall be increased as reflected on an Assignment and other exposures Acceptance; (iv) Borrowers shall pay (which may be funded with Revolver Loans made under the Revolver Commitments shall be reallocated among LendersCommitment Increase) the principal amount of, and settled accrued and unpaid interest on, Revolver Loans of Lenders other than New Lenders in an amount sufficient (as determined by Agent as necessaryAgent) to permit New Lenders and Increasing Lenders to fund Revolver Loans in an amount equal to New Lenders’ and Increasing Lenders’ respective Pro Rata shares of the then outstanding Revolver Loans, and in connection with such payment shall also pay funding losses, if any, on such repayment in accordance with Lenders’ adjusted shares Section 3.9; (v) each New Lender shall fund Revolver Loans in an amount equal to its Pro Rata share of the then outstanding Revolver Loans; and (vi) each Increasing Lender shall fund Revolver Loans in an amount necessary such that, after giving effect to such funding, it shall have funded its Pro Rata share of the entire amount of the then outstanding Revolver CommitmentsLoans. Notwithstanding the foregoing or anything Any New Lender shall be required to have a Revolver Commitment of not less than $35,000,000 (unless otherwise agreed by Agent in its discretion). (d) As a condition precedent to the contrary contained effectiveness of the Revolver Commitment Increase, Borrowers shall each deliver to Agent a certificate signed by a Senior Officer, dated as of the Commitment Increase Effective Date, that as of the Commitment Increase Effective Date no Default or Event of Default has occurred and is continuing. (e) This Section shall supersede any provisions in the Loan Documents (including Section 14.1), if the rate of interest, the Unused Line Fee 12.5 or similar fee or interest rate applicable 14.1 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscontrary.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to AgentAdministrative 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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00030,000,000 in the aggregate and no more than three (3) increases are made, and (c) no more than six reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (6d) (the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Credit Agreement or such greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreementany agreement evidencing or governing Permitted Junior Priority Secured/Unsecured Debt. Administrative Agent shall promptly notify Lenders of the requested increase and, within 5 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 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. Administrative Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, 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 date agreed upon by Administrative Agent and Borrower Agent, provided that (ix) the conditions set forth in Section 6.2(a6.2 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 evidence the increase in and allocations of Revolver Commitments and (bz) are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent any portion of the Obligations are secured by a Mortgage or Leasehold Mortgage, flood insurance hazard diligence and documentation have has been completed as required by all the Flood Laws Disaster Protection Act or otherwise in a manner satisfactory to all Lenders, Agent, BorrowersCo-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 as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to AgentAdministrative 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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000350,000,000 in the aggregate and no more than three (3) increases are made, and (c) no more than six reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (6d) (the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Credit Agreement or such greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreementany agreement evidencing or governing Permitted Junior Priority Secured/Unsecured Debt. Administrative Agent shall promptly notify Lenders of the requested increase and, within 5 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 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. Administrative Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, 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 date agreed upon by Administrative Agent and Borrower Agent, provided that (ix) the conditions set forth in Section 6.2(a6.2 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 evidence the increase in and allocations of Revolver Commitments and (bz) are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent any portion of the Obligations are secured by a Mortgage or Leasehold Mortgage, flood insurance hazard diligence and documentation have has been completed as required by all the Flood Laws Disaster Protection Act or otherwise in a manner satisfactory to all Lenders, Co-Collateral AgentsCollateral 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 Administrative Agent as if necessary, in accordance with Lenders’ adjusted shares of such Revolver Commitments. Notwithstanding the foregoing or anything to the contrary contained in . (d) Section 3.4 of the Loan Documents (including Section 14.1), if the rate of interest, the Unused Line Fee or similar fee or interest rate applicable Agreement is hereby amended and restated to the increase read 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.its entirety as follows:

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to AgentAgent (a “Revolver Commitments Increase Event”), as long as (ai) the 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 except for a closing fee specified by BorrowersAgent, (bii) total aggregate increases under this Section 2.1.7 after the Closing Date do not exceed $150,000,000 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 after the Closing Date and prior to the requested increase, (iv) the requested increase does not cause (1) this Section do not exceed $300,000,000Agreement 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 (cv) no more than six (6) 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 then in effect) is amended to increase such greater number as shall be reasonably acceptable to AgentABL Cap Amount (or similar term) by 115% of such increases are requested during the term of this Agreementincrease. Agent shall promptly notify the Lenders of the requested increase and, within 5 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 its discretion and consultation with the consent of Borrower Agent, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, BorrowersObligors, 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, the all outstanding Revolver Usage Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ adjusted shares of such Revolver Commitments. Notwithstanding In no event shall the foregoing provisions of this Section 2.1.7 or anything any other provision of this Agreement or any other Loan Document be deemed to create any obligation on the contrary contained part of any Lender to agree to any increase in the Loan Documents (including Section 14.1), if the 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 and Borrowers may, agree that any such increase shall be at the sole option of Borrower Agent, decline such increase in the Revolver Commitments or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerseach Lender.

Increase in Revolver Commitments. The (a) U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon notice to Agent, as long as (a) 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, other than in respect of fees except for a closing fee specified by U.S. Borrowers, (b) total aggregate increases in the 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 U.S. Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Total 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 lesser amount committed by U.S. Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following U.S. Borrowers' increase at such time and (ii) to the extent any portion of the 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, request. Agent, U.S. Borrowers, and new and existing U.S. Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, the U.S. Revolver Usage and other exposures under the U.S. Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ ' adjusted shares of such U.S. Revolver Commitments. (b) Canadian Borrowers may request an increase in Canadian Revolver Commitments from time to time upon notice to Agent, as long as the requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing Canadian Revolver Commitments, except for a closing fee specified by Canadian Borrowers. Agent shall promptly notify Canadian Lenders of the requested increase and, within 10 Business Days thereafter, each Canadian Lender shall notify Agent if and to what extent such Canadian Lender commits to increase its Canadian Revolver Commitment. Any Canadian Lender not responding within such period shall be deemed to have declined an increase. If Canadian Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Canadian Revolver Commitments and become Canadian Lenders hereunder. Agent may allocate, in its discretion, the increased Canadian Revolver Commitments among committing Canadian Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Canadian Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Canadian Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Canadian Borrowers’ increase request. Agent, Canadian Borrowers, and new and existing Canadian Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Canadian Revolver Commitments. Notwithstanding On the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), if the rate effective date of interestan increase, the Unused Line Fee or similar fee or interest rate applicable to Canadian Revolver Usage and other exposures under the increase in Canadian Revolver Commitments exceeds the rate shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders' adjusted shares of interestsuch Canadian Revolver Commitments. (c) After giving effect to any increases under clauses (a) and (b) above, 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 aggregate Revolver Commitments or shall not exceed $300,000,000. (iid) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other No more than the Lenders 5 increases are made under clauses (a) and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers(b) above.

Increase in Revolver Commitments. The 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) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Borrowers, (b) the total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 50,000,000 and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such five increases are requested during the term of this Agreementmade. Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 and with the consent of Borrower Agentdiscretion, 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 Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) 6.2 are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent any portion of the 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, and the new and existing Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of Revolver Commitments. 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers Borrower may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) 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 $10,000,000 25,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by BorrowersBorrower, and (bc) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 100,000,000 and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such 4 increases are requested during the term of this Agreementmade. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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 Borrower, but no later than 45 days following Borrower’s increase request. Agent, provided that (i) Borrower, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the conditions set forth increase in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such allocations of Revolver Commitment increase at such time and (ii) to the extent any portion of the 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, BorrowersCommitments. 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to AgentAdministrative 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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 30,000,00020,000,000 in the aggregate and no more than three (3) increases are made; (c) no more than six reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (6d) (the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Credit Agreement or such greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreementany agreement evidencing or governing Permitted Junior Priority Secured/Unsecured Debt. Administrative Agent shall promptly notify Lenders of the requested increase and, within 5 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 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. Administrative Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, 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 date agreed upon by Administrative Agent and Borrower Agent, provided that (ix) the conditions set forth in Section 6.2(a6.2 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 evidence the increase in and allocations of Revolver Commitments and (bz) are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent any portion of the Obligations are secured by a Mortgage or Leasehold Mortgage, flood insurance hazard diligence and documentation have has been completed as required by all the Flood Laws Disaster Protection Act or otherwise in a manner satisfactory to all Lenders, Collateral 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 Administrative Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 35,000,000 in the aggregate and no more than three (3) increases are made and (c) no more than six (6) (the requested increase does not breach any Subordinated Debt agreement, Second Lien Note Document or such greater number as shall be reasonably acceptable to Agent) such increases are requested during any other agreements, instruments or documents executed and/or delivered in connection with any of the term of this Agreementforegoing. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentthe Borrowers (such consent not to be unreasonably withheld), the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 60 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent and Borrower deem appropriate to evidence the increase in and allocations of Revolver Commitments. 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 if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

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) At any time during the requested 18 month period following the Closing Date (but not more than on 3 occasions), the existing Revolver Commitments and the Maximum Revolver Amount may be increased (such increase is that satisfies the terms and conditions herein, an “Approved Increase”) by an amount not in a minimum amount excess of $10,000,000 15,000,000 at the option of Borrowers by delivery of a written notice of the proposed increase to Agent (the “Increase Notice”) so long as each of the following conditions precedent set forth are satisfied as of the Increase Effective Date: (i) each of the conditions precedent set forth in Section 3.2 is satisfied as of the Increase Effective Date (both before and is offered after giving effect to the proposed increase) and Parent shall have delivered to Agent a certificate as to the same, (ii) Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the proposed increase) for Parent and its Subsidiaries reflecting compliance on a pro forma basis with the same terms as existing Revolver Commitmentsfinancial covenants in Section 7 for the most recently completed fiscal quarter period, other than in respect of fees specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to this Section do not exceed $300,000,000, form and (c) no more than six (6) (or such greater number as shall be content reasonably acceptable to Agent, (iii) 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 have completed any business 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 allocatelegal due diligence that it determines, in its discretion sole discretion, is necessary (including, without limitation, a field exam and with an inventory appraisal) and the consent results of Borrower such due diligence shall be satisfactory to Agent, and (iv) The Increase Notice shall specify the date on which the Approved Increase is to be effective (the “Increase Effective Date”), which date shall not be less than 15 Business Days after the date of such notice. (b) The Approved Increase shall not be in an amount less than $5,000,000 plus any increments of $5,000,000 and shall be subject to the maximum amounts set forth in Section 2.15(a). (c) So long as each of the requirements set forth in this Section 2.15 is satisfied, the increased Revolver Commitments among committing Lenders andwith respect to the Approved Increase shall become effective, if necessaryas of the Increase Effective Date. (d) Unless otherwise specifically provided herein, Eligible Assignees. Total Revolver Commitments all references in this Agreement and any other Loan Document to Advances shall be increased by deemed, unless the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agentcontext otherwise requires, provided that (i) the 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 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable include Advances made pursuant to the increased Revolver Commitment Commitments and Maximum Revolver Amount pursuant to this Section 2.15. (e) The Advances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Advances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the consent foregoing, benefit equally and ratably from the guarantees and security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any Person, other than the Lenders such new Revolver Commitments and other Persons providing the relevant increased Maximum Revolver Commitment, Agent and the BorrowersAmount.

Increase in Revolver Commitments. The 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) the requested increase is in a minimum amount of $10,000,000 2,500,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,0005,000,000 and no more than two (2) increases are made, and (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 $25,000,000, (i) no more than six Default or Event of Default (6each as defined in the 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 greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreementincrease, in its sole discretion. Agent shall promptly notify Lenders of the requested increase and, within 5 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 Xxxxxxx fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may agree, in its sole discretion, to assist in syndicating such additional Revolver Commitments if Lenders fail to commit to the full requested increase. Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, 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 Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) 6.2 are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent any portion of the 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, time. Agent, Borrowers, and the 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, 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 For the foregoing or anything avoidance of doubt, no Lender shall have any obligation to the contrary contained in the Loan Documents (including Section 14.1), if the rate of interest, the Unused Line Fee or similar fee or interest rate applicable to the increase in its 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowershereunder. 2.2 [Reserved].

Increase in Revolver Commitments. The Borrowers may request an a one-time increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver CommitmentsCommitments except for a closing fee and an increase in the Applicable Margin, other than in respect of fees specified by to the extent either is acceptable to Borrowers, and (b) the total aggregate increases in the Revolver Commitments pursuant to increase under this Section do does 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 Agreement10,000,000. Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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 Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) but no later than 10 days after receipt of such commitments by Xxxxxxx 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 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, Eligible Assignees. Agent, Borrowers, 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 and the increase in the Applicable Margin, if any. On the effective date of an increaseincrease under this Section 2.1.7, (i) Schedule 1.1 will automatically be revised to provide that the maximum Revolver Commitments (as increased) will be effective during the Seasonal Period each year and will automatically reduce to $175,000,000 at all other times, and (ii) 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time to at any time upon notice to Agent, as long as (a) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00050,000,000 in the aggregate and no more than three (3) increases are made, and (c) no more than six 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 (6d) after giving effect to the requested increase, the Revolver Commitments will constitute “ABL Facility Obligations” under the Intercreditor Agreement (or such greater number as shall be reasonably acceptable any similar agreement with respect to Agent) such increases are requested during the term of this Agreementany Refinancing Debt). Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 consent of Borrower Agentthe Borrowers (such consent not to be unreasonably withheld), the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 60 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent and Borrower deem appropriate to evidence the increase in and allocations of Revolver Commitments. 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 if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers Borrower Agent may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested Xxxxxxxx – Loan, Security and Guaranty Agreement #53354946 increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of except for arrangement, closing, upfront or similar fees specified by agreed to among Borrowers, existing Lenders and new Lenders (if applicable) providing such increased Revolver Commitments, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00050,000,00025,000,000, and (c) no more than six five (65) increases in Revolver Commitments are made, (d) Borrowers pay all reasonable and documented out of pocket fees and expenses incurred by Agent and Lenders providing such 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 greater number as increase in Revolver Commitments shall not violate the terms of such indenture or agreement regarding the amount of indebtedness permitted with respect to the Revolver Commitments), (f) any such increase in Revolver Commitment shall benefit from the same guarantees as, and be reasonably acceptable secured on a pari passu basis by the Collateral, and (g) the requested increase does not cause the Commitments to Agent) such increases are requested during the term exceed 90% of this Agreementany applicable cap under any Subordinated Debt agreement or under any Term Debt Documents. Agent shall promptly notify Lenders of the requested increase and, within 5 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, provided that, any such new Lender assumes all of the rights and obligations of a “Lender” under this Agreement. Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

Increase in Revolver Commitments. The Borrowers Borrower may request an increase (the “Accordion”) in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by BorrowersBorrower, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00040,000,000 in the aggregate (i.e. for total Revolving Commitments of $120,000,000) and no more than two increases are made, and (c) no more than six (6reduction in Commitments pursuant to Section 2.4(c) (or such greater number as shall be reasonably acceptable has occurred prior to Agent) such increases are the requested during the term of this Agreementincrease. Agent shall promptly notify Lenders of the requested increase and, within 5 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 permitted Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible permitted Assignees. Total 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 such lesser amount committed by Lenders and Eligible permitted Assignees) on a date agreed upon by Agent and Borrower Borrower, but no later than 45 days following Borrower’s increase request. Agent, provided that (i) Borrower, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the conditions set forth increase in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such allocations of Revolver Commitment increase at such time and (ii) to the extent any portion of the 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, BorrowersCommitments. On the effective date of an increase, the all outstanding Revolver Usage Loans, Letter of Credit obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ adjusted shares of such Revolver Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The 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) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees specified except for a closing fee agreed upon by Agent and Borrowers, and (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 50,000,000 and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such 3 increases are requested during the term of this Agreementmade. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, 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 date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) 6.2 are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent the Collateral includes any portion of the Obligations are secured by a Mortgage or Leasehold MortgageReal Estate, flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner reasonably satisfactory to all Lenders, . Agent, Borrowers, and the 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

Increase in Revolver Commitments. The (i) So long as no Default or Event of Default exists, Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the 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 Borrowers, (b) total aggregate increases in that the Revolver Commitments pursuant be increased and, upon such request, Administrative Agent shall use reasonable efforts in light of then current market conditions 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 solicit additional financial institutions to Agent) such increases are requested during the term become Lenders for purposes of this Agreement. Agent shall promptly notify Lenders of the requested increase and, within 5 Business Days thereafter, each or to encourage any 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 consent of Borrower Agent, 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 date agreed upon by Agent and Borrower Agent, provided that (ia) each Lender which is a party to this Agreement immediately prior to such increase shall have the conditions set forth first option, and may elect, to fund its Pro Rata share of the amount of the increase in Section 6.2(a) and 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), thereby increasing its Commitment hereunder, but no Lender shall have any obligation to do so, (b) are satisfied 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 Borrowers, Agents or waived by the Lenders providing such any other Lender to increase its Revolver Commitment or its Pro Rata share of the Revolver Commitments, which decision shall be made in the sole discretion of each Lender; and (d) in no event shall the addition of any Lender or Lenders or the increase at such time and in the Revolver Commitment of any Lender under this Section 2.1.8 increase the aggregate Revolver Commitments (i) in any single instance by less than $5,000,000 or (ii) to an aggregate amount greater than $375,000,000 less the extent amount of any portion voluntary reductions under Section 2.1.5 hereof. Upon the addition of the Obligations are secured by a Mortgage any Lender, 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 the rate of interest, the Unused Line Fee or similar fee or interest rate applicable to the increase in the Revolver Commitments exceeds the rate Commitment of interestany Lender, the Unused Line Fee or similar fee or interest rate of the existing Revolver Loans, (i) Schedule 1 shall be amended by Administrative Agent and the Borrowers mayto reflect such addition or such increase, at and Administrative Agent shall deliver to the sole option Lenders, Agents and Borrowers copies of Borrower such amended Schedule 1. Any new financial institution added as a new Lender pursuant to this Section 2.1.8 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, decline such for its own account, an administrative or arrangement fee for the foregoing increase in the Revolver Commitments or 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. (ii) If any requested increase in the Revolver Commitments is agreed to in accordance with Section 2.1.8(i) above, Administrative Agent and the Borrowers shall determine the effective date of such rate of interest and/or fee shall be increased in excess increase (the “Increase Effective Date”). Administrative Agent, with the consent and approval of the rate of interest and/or fee applicable thereto to match that applicable Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase as of the Increase Effective Date, and each new Lender and each existing Lender that has increased its Revolver Commitment shall purchase Revolver Loans and LC Obligations from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolver Loans and LC Obligations from each Lender shall equal such Lender’s respective Pro Rata share of the Revolver Commitments, as modified to give effect to such increase, multiplied by the aggregate amount of Revolver Loans outstanding and LC Obligations from all Lenders. As a condition precedent to the effectiveness of such increase, the Borrowers shall deliver to Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a responsible officer of Borrower Agent on behalf of the Borrowers, including a Compliance Certificate demonstrating compliance with the terms of this Agreement and certification that, before and after giving effect to such increase, the representations and warranties contained in Section 9 of the Credit Agreement are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Event of Default exists. Upon the request of any Lender, the Borrowers shall deliver a new or amended Revolver Note reflecting the new or increased Revolver Commitment without of each new or affected Lender as of the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersIncrease Effective Date.

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) the requested increase is in a minimum amount of $10,000,000 25,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000200,000,000 in the aggregate and no more than five increases are made, and (c) no more than six reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (6d) (the requested increase does not cause the Commitments to exceed any applicable cap under any Subordinated Debt agreement or such greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreementany Material Debt. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The 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) 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, other than in respect of fees except for a closing fee specified by BorrowersU.S. Borrowers and Agent, and (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 100,000,000 and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such 3 increases are requested during the term of this Agreementmade. Agent shall promptly notify U.S. Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, 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 date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) 6.3 are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time time; and (ii) to the extent any portion of the 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, U.S. Borrowers, and the new and existing U.S. Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, the U.S. Revolver Usage and other exposures under the U.S. Revolver Commitments shall be reallocated among U.S. 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.”

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Revolving Loan Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing Revolver Revolving Loan Commitments, other than in respect of fees except for a closing fee specified by Borrowers, and (b) total aggregate increases in the Revolver Commitments pursuant to under 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 30,000,000 in the term of this Agreementaggregate. Agent shall promptly notify Lenders of the requested increase and, within 5 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Revolving Loan 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 Qualified Assignees may issue additional Revolver Revolving Loan Commitments and become Lenders hereunder. Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, the increased Revolver Revolving Loan Commitments among committing Lenders and, if necessary, Eligible Qualified Assignees. Total Revolver Provided the conditions set forth in Section 2.2 are satisfied, total Revolving Loan Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Qualified Assignees) on a date agreed upon by Agent and Borrower AgentRepresentative, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 20 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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 Revolving Loan Commitments. On the effective date of an increase, the Revolver Usage and other exposures under the Revolver Revolving Loan Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ adjusted shares of such Revolver Revolving Loan Commitments. Notwithstanding the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

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 may, by written notice to Agent and the requested Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase is 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 $10,000,000 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 is offered the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the same terms as existing “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 than in respect of fees specified by BorrowersLender, (b) total aggregate increases 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 do not exceed $300,000,000, and 2.18. (c) no more than six (6a) (or such greater number as shall be reasonably acceptable to Agentb) 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 The increased Revolver Commitments and Maximum Revolver Amount with respect to an Approved Increase shall become Lenders hereunder. Agent may allocate, in its discretion and with the consent effective as of Borrower Agent, 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 date agreed upon by Agent and Borrower Agent, Increase Effective Date; provided that (i) each of the conditions set forth in Section 6.2(a3.2 shall be satisfied. (c) The terms and provisions of Loans made pursuant to an Approved Increase shall be identical to the terms and provisions applicable to the relevant Loans made immediately prior to such Increase Effective Date. (bd) are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to To the extent any portion Advances or Letters of Credit are outstanding on the 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 Increase Effective Date when the Revolver Commitments and the Maximum Revolver Amount are increased, each of the Lenders having a Revolver Commitment prior to the Increase Effective Date (the “Revolver Pre-Increase Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Effective Date (the “Revolver Post-Increase Lenders”), and such Revolver Post-Increase Lenders shall purchase from each Revolver Pre-Increase Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Effective Date as shall be reallocated among Lendersnecessary in order that, after giving effect to all such assignments and settled purchases, such Advances and participation interests in Letters of Credit will be held by Agent as necessary, Revolver Pre-Increase Lenders and Revolver Post-Increase Lenders ratably in accordance with Lenders’ adjusted shares of their Pro Rata Share after giving effect to such increased Revolver Commitments. Notwithstanding . (e) The Loans and Revolver Commitments established pursuant to this Section shall constitute Loans and Revolver Commitments under, and shall be entitled to all the foregoing or anything to benefits afforded by, this Agreement and the contrary contained in other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersDocuments.

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) the requested increase is in a minimum amount of $10,000,000 25,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000100,000,000 in the aggregate, (c) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Senior Subordinated Debt Documents, and (cd) no more than six (6) (Default or such greater number as shall be reasonably acceptable Event of Default has occurred or would result after giving effect to Agent) such increases are the requested during the term of this Agreementincrease. Agent shall promptly notify Lenders of the requested increase and, within 5 Business Days thereafter, each Lender shall notify and Borrower Agent if and may invite Lenders or Eligible Assignees to what extent such Lender commits to increase its provide increased or additional Revolver CommitmentCommitments hereunder. Any Lender not responding within such period 10 days of notice shall be deemed to have declined an increase. If Lenders fail to commit to Agent and Borrower Agent shall determine the full requested increase, Eligible Assignees may issue additional Revolver Commitments and become Lenders hereunder. Agent may allocate, in its discretion and with the consent allocation of Borrower Agent, the increased Revolver Commitments among committing Lenders and, if necessary, and Eligible Assignees. Total 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, provided that (i) but no later than 45 days following Borrowers’ increase request. Agent and Borrower Agent, and new and existing Lenders increasing their Commitments shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the conditions set forth increase in Section 6.2(a) and (b) are satisfied allocations of Revolver Commitments and shall be authorized to execute conforming amendments to give effect thereto. For the avoidance of doubt, no consent shall be required, except for the consent of the increasing or waived by acceding Lenders, the Lenders providing such Revolver Commitment increase at such time Borrower Agent and (ii) the Agent, notwithstanding anything to the extent any portion of the 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 contrary in a manner satisfactory to all Lenders, Agent, Borrowersthis 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 as if necessary, in accordance with Lenders’ adjusted shares of such Revolver Commitments. Notwithstanding Upon any increase of the foregoing or anything to aggregate Revolver Commitments in accordance with this Section, each of the contrary Dollar amounts contained in the Loan Documents definition of Eligible Containers and Compactors Formula Amount, Eligible Inventory Formula Amount, Eligible Real Estate Formula Amount and Eligible Other Equipment Formula Amount shall be increased by an amount (including Section 14.1), if net of any decreases in the rate of interest, the Unused Line Fee or similar fee or interest rate applicable aggregate Revolver Commitments) proportionate to the such aggregate 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersCommitments.

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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate after giving effect to any increases in under this Section, the Revolver Commitments pursuant to this Section do not exceed $300,000,000, 1,150,000,000 in the aggregate and (c) no more than six two (62) such increases are requested during any 12 month period and no more than four (or such greater number as shall be reasonably acceptable to Agent4) such increases are requested during the term of this Agreement. Agent shall promptly notify Lenders of the requested increase and, within 5 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 become Lenders hereunder. Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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 lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the 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 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, 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, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers may request an a one-time increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver CommitmentsCommitments except for a closing fee and an increase in the Applicable Margin, other than in respect of fees specified by to the extent either is acceptable to Borrowers, and (b) the total aggregate increases in the Revolver Commitments pursuant to increase under this Section do does 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 Agreement10,000,000. Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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 Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) but no later than 10 days after receipt of such commitments by Xxxxxxx 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 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, Eligible Assignees. Agent, Borrowers, 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 and the increase in the Applicable Margin, if any. On the effective date of an increaseincrease under this Section 2.1.7, (i) Schedule 1.1 will automatically be revised to provide that the maximum Revolver Commitments (as increased) will be effective during the Seasonal Period each year and will automatically reduce to $225,000,000 at all other times, and (ii) 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 Commitmentscommitments. Notwithstanding the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.​

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) the 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 except for a closing fee to be mutually agreed by Agent and Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000100,000,000.00 in the aggregate and no more than 4 increases are made, and (c) no more than six reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (6d) (or such greater number as shall be reasonably acceptable the requested increase does not cause the Commitments to Agent) such increases are requested during the term exceed 90% of this Agreementany applicable cap under any Subordinated Debt agreement. Agent shall promptly notify Lenders of the requested increase and, within 5 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, then Eligible Assignees invited to join by the Borrowers or with the consent of the Borrowers may issue additional Revolver Commitments and become Lenders hereunder. Agent may shall allocate, in its discretion and in consultation with the consent of Borrower Agent, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible AssigneesAssignees invited to join by the Borrowers or with the consent of the Borrowers. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to AgentAdministrative 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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00030,000,000 in the aggregate and no more than three (3) increases are made, and (c) no more than six reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (6d) (the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Agreement or such greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreementany agreement evidencing or governing Permitted Junior Priority Secured Debt. Administrative Agent shall promptly notify Lenders of the requested increase and, within 5 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 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. Administrative Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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 Administrative Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. 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 as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from (a) From time to time upon (but not more than on three occasions) during the period after the Successful Syndication and through the date (if any) on which the Revolver Commitments are voluntarily reduced by Borrower pursuant to the terms hereof, the Maximum Revolver Amount may be increased (each increase that satisfies the terms and conditions of this Section 2.15, an “Approved Increase”) by an amount not in excess of the Available Increase Amount at the option of Borrowers by delivery of a written notice of a proposed increase to AgentAgent if and only if (i) each of the conditions precedent set forth in Section 3.2 are satisfied as of the Increase Effective Date, (ii) on the Increase Effective Date, Borrower shall have paid to Agent all fees due and payable as long as of the Increase Effective Date pursuant to the Agent Fee Letter, and (aiii) Agent or Borrowers have obtained the requested commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the proposed increase. Each such notice shall specify the date on which the proposed increase is to be effective (the “Increase Effective Date”), which date shall not be less than 10 Business Days after the date of such notice. Each proposed increase shall be in a minimum an amount of at least $10,000,000 and is offered on the same terms as existing Revolver Commitments, other than integral multiples of $5,000,000 in respect of fees specified by Borrowers, excess thereof. (b) total aggregate increases So long as each of the requirements set forth in Section 2.15(a) are satisfied, the increased Revolver Commitments pursuant with respect to this Section do not exceed $300,000,000an Approved Increase shall become effective, and as of such Increase Effective Date. (c) Agent shall first invite each existing Lender to increase its Revolver Commitment on a pro rata basis (it being understood that no more than six (6) (or such greater number as Lender 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 obligated to increase its Revolver Commitment). Any Lender not responding within such period shall be deemed To the extent that the existing Lenders decline to have declined an increase. If Lenders fail increase their Revolver Commitments, or decline to commit increase their Revolver Commitments to the full amount requested increaseby the Borrowers, Eligible Assignees the Agent may invite any other Person who is reasonably satisfactory to Agent and Borrowers to become a Lender and to issue additional revolver commitments in an amount equal to the amount of the increase in the aggregate total of Revolver Commitments requested by the Borrowers and become not accepted by the existing Lenders hereunder. Agent may allocatein connection with an Approved Increase by executing a joinder agreement, in its discretion form and substance reasonably satisfactory to Agent, to which such Person, Borrowers, and Agent are party (the “Increase Joinder”). Such Increase Joinder may, with the consent of Borrower Borrowers and the Required Lenders (or all Lenders, if required by Section 14.1), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effectuate the provisions of this Section 2.15. (d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Advances shall be deemed, unless the context otherwise requires, to include Advances made pursuant to the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total and Maximum Revolver Commitments shall be increased by the requested amount Amount pursuant to this Section 2.15. (or such lesser amount committed by Lenders and Eligible Assigneese) on a date agreed upon by Agent and Borrower Agent, provided that (i) the 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 To the extent any portion Advances or Letters of Credit are outstanding on the Increase Effective Date, each of the Obligations are secured by Lenders having a Mortgage Revolver Commitment prior to the Increase Effective Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or Leasehold Mortgageadditional Revolver Commitment on the Increase Effective Date (the “Post-Increase Revolver Lenders”), flood insurance diligence and documentation have been completed such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Effective Date as required by all Flood Laws or otherwise shall be necessary in a manner satisfactory order that, after giving effect to all Lenderssuch assignments and purchases, Agent, Borrowers. On the effective date such Advances and participation interests in Letters of an increase, the Credit will be held by Pre-Increase Revolver Usage Lenders and other exposures under the Post-Increase Revolver Commitments shall be reallocated among Lenders, and settled by Agent as necessary, Lenders ratably in accordance with Lenders’ adjusted shares of their Pro Rata Share after giving effect to such increased Revolver Commitments. (f) The Advances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.15 shall constitute Advances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Notwithstanding Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the foregoing or anything to the contrary contained in Liens granted by the Loan Documents (including Section 14.1), if continue to be perfected under the rate of interest, the Unused Line Fee Code or similar fee or interest rate applicable otherwise after giving effect to the increase in establishment of any such new Revolver Commitments exceeds the rate of interestand Maximum Revolver Amount (including, the Unused Line Fee or similar fee or interest rate of the existing Revolver Loanswithout limitation, (i) the Borrowers may, at the sole option of Borrower Agent, decline such increase in the Revolver Commitments or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable any necessary supplements to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent Mortgages and the BorrowersFleet Mortgages).

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) the requested increase is in a minimum amount of $10,000,000 25,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000200,000,000 in the aggregate and no more than five increases are made, and (c) no more than six reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (6d) (the requested increase does not cause the Commitments to exceed any applicable cap under any Subordinated Debt agreement or such greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreementany Material Debt. Agent shall promptly notify Lenders of the requested increase and, within 5 10 Business Days thereafter, each Lender 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 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 consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The (a) Subject to the terms and conditions hereof, at any time after the Closing Date and up to the Revolver Commitment Termination Date, provided that no Default or Event of Default has occurred and is continuing, the Borrowers may request an that the Lenders increase in the Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum by an aggregate amount of up to $10,000,000 140,000,000 (each such commitment increase, a "Revolver Commitment Increase") by notifying the Agent and is offered on each Lender of the same terms as existing amount of the proposed Revolver CommitmentsCommitment Increase. Notwithstanding anything in this Agreement to the contrary, no Revolver Commitment Increase shall require the approval of any Lender other than any Lender (if any) providing all or part of the Revolver Commitment Increase, no Lender shall be required to provide all or part of any Revolver Commitment Increase unless it agrees to do so in respect its sole discretion, no Revolver Commitment Increase shall be in an amount less than $10,000,000, and the aggregate amount of fees specified by Borrowers, all Revolver Commitment Increases shall not exceed $140,000,000. (b) total aggregate increases in Any Revolver Commitment Increase shall be offered by the Borrowers to the Lenders on a Pro Rata basis on the date that the Revolver Commitments pursuant Commitment Increase is requested. The Lenders shall have 10 Business Days to this Section do not exceed $300,000,000, respond to any request for a Revolver Commitment Increase (by notice to the Borrowers and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to the Agent) such increases are requested during the term and may elect to accept all, a portion or none of this Agreement. Agent shall promptly notify Lenders their respective Pro Rata shares 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 proposed Revolver CommitmentCommitment Increase. Any Lender not responding within which fails to respond to a request for a Revolver Commitment Increase by the end of such 10 Business Day period shall will be deemed to have declined an increasethe request for its Pro Rata share of the requested Revolver Commitment Increase. If any portion of a requested Revolver Commitment Increase is not provided by the Lenders, then the Borrowers may request that the other Lenders fail (without regard to commit their Pro Rata percentage) or one or more Eligible Assignees provide such Revolver Commitment Increase. In any such case, each Person providing a portion of the requested Revolver Commitment Increase shall execute and deliver to the full Agent and the Borrowers all such documentation as may be reasonably required by the Agent to evidence such Revolver Commitment Increase. (c) If any requested increaseRevolver Commitment Increase is agreed to in accordance with this Section 2.2, Eligible Assignees may issue additional the Agent and the Borrowers shall determine the effective date of such Revolver Commitments and become Lenders hereunderCommitment Increase (the "Commitment Increase Effective Date"). Agent may allocateThe Agent, in its discretion and with the consent and approval of Borrower Agentthe Borrowers, shall promptly confirm in writing to the increased Lenders the final allocation of such Revolver Commitments among committing Lenders and, if necessary, Eligible AssigneesCommitment Increase and the Commitment Increase Effective Date. Total Revolver Commitments shall be increased by On the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that Commitment Increase Effective Date: (i) the conditions Pro Rata shares of the Lenders shall be amended to reflect the reallocated Revolver Commitments; (ii) each Person added as a new Lender pursuant to a Revolver Commitment Increase (a "New Lender") shall become a Lender hereunder and under the other Loan Documents with a Revolver Commitment as set forth on the Assignment and Acceptance executed by such Lender; (iii) the Revolver Commitment of each existing Lender that increases its Revolver Commitment pursuant to a Revolver Commitment Increase (an "Increasing Lender") shall be increased as reflected on such Assignment and Acceptance; (iv) the Borrowers shall pay (which may be funded with Revolver Loans made under the Revolver Commitment Increase) the principal amount of, and accrued and unpaid interest on, Revolver Loans of the Lenders other than the New Lenders in an amount sufficient (as determined by the Agent) to permit the New Lenders and the Increasing Lenders to fund Revolver Loans in an amount equal to the New Lenders' and the Increasing Lenders' respective Pro Rata shares of the then outstanding Revolver Loans, and in connection with such payment shall also pay funding losses, if any, on such repayment in accordance with Section 6.2(a3.9; (v) each New Lender shall fund Revolver Loans in an amount equal to its Pro Rata share of the then outstanding Revolver Loans; and (bvi) are satisfied or waived by each Increasing Lender shall fund Revolver Loans in an amount necessary such that, after giving effect to such funding, it shall have funded its Pro Rata share of the Lenders providing entire amount of the then outstanding Revolver Loans. Any New Lender shall be required to have a Revolver Commitment of not less than $10,000,000. (d) As a condition precedent to the effectiveness of any such Revolver Commitment increase at such time and (ii) Increase, the Borrowers shall deliver to the extent any portion Agent a certificate signed by a Senior Officer, dated as of the Obligations are secured by a Mortgage Commitment Increase Effective Date, that as of the Commitment Increase Effective Date no Default or Leasehold Mortgage, flood insurance diligence Event of Default has occurred 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 is continuing. (e) In no event shall 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment exceed $350,000,000 without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerseach Lender.

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) Multicurrency Facility Commitment Increase. Subject to the requested increase is in a minimum amount other terms of $10,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to this Section do not exceed $300,000,0002.1.9, and the Administrative Borrower may by written notice to Agent elect to increase the Maximum Multicurrency Facility Amount then in effect (ca “Multicurrency Facility Commitment Increase”) no more than six by increasing the Multicurrency Facility Commitment of a Multicurrency Facility Lender (6with the consent of such Multicurrency Facility Lender, which may be withheld in its sole discretion) or by causing a Person that is an Eligible Assignee (or such greater number as shall be reasonably acceptable to Agent, each UK Fronting Bank, each Canadian Fronting Bank, each Canadian Swingline Lender and each UK Swingline Lender, in each case, to the extent such Person’s consent would be required under Section 12.3.1 for an assignment to such Eligible Assignee) that at such increases are requested during time is not a Multicurrency Facility Lender to become a Multicurrency Facility Lender (an “Additional Multicurrency Facility Lenderˮ). (b) US Facility Commitment Increase. Subject to the term other terms of this Agreement. Section 2.1.9, the Administrative Borrower may by written notice to Agent shall promptly notify Lenders of elect to increase the requested increase Maximum US Facility Amount then in effect (a “US Facility Commitment Increase” and, within 5 Business Days thereaftertogether with any Multicurrency Facility Commitment Increase, each a “Revolver Commitment Increase”) by increasing the US Facility Commitment of a US Facility 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 consent of Borrower such US Facility Lender, which may be withheld in its sole discretion) or by causing a Person that is an Eligible Assignee (reasonably acceptable to Agent, each US Fronting Bank and each US Swingline Lender, in each case, to the increased Revolver Commitments among committing Lenders and, if necessary, extent such Person’s consent would be required under Section 12.3.1 for an assignment to such Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible AssigneesAssignee) on a date agreed upon by Agent and Borrower Agent, provided that (i) the 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 is not a US Facility Lender to become a US Facility Lender (an “Additional US Facility Lender” and (ii) to the extent together with any portion of the 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 increaseAdditional Multicurrency Facility Lender, the “Additional 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The (a) U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon notice to Agent, as long as (a) 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, other than in respect of fees except for a closing fee specified by U.S. Borrowers, (b) total aggregate increases in the 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 U.S. Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Total 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 lesser amount committed by U.S. Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following U.S. Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, U.S. Borrowers, and new and existing U.S. Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, the U.S. Revolver Usage and other exposures under the U.S. Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ adjusted shares of such U.S. Revolver Commitments. Notwithstanding the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The 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) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Borrowers, and (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 25,000,000 and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such 3 increases are requested during the term of this Agreementmade. Agent shall promptly notify Lenders of the requested increase and, within 5 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 deemed to have declined an increase. If Lenders 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 and with the consent of Borrower Agentdiscretion, 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 Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) 6.2 are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent any portion of the 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, time. Agent, Borrowers, and the 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.”

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) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00040,000,000 in the aggregate and no more than three increases are made, and (c) no more than six reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (6d) (or such greater number as shall be reasonably acceptable the requested increase does not cause the Commitments to Agent) such increases are requested during the term exceed 90% of this Agreementany applicable cap under any Subordinated Debt agreement. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers' increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (ai) To the extent that any 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 Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to this Section do is permitted under and will not exceed $300,000,000violate the Indenture, and (c) no more than six (6) (or provided that Agent has received evidence satisfactory to it from Borrowers that such greater number as shall be reasonably acceptable requested increase is permitted under and will not violate the Indenture, then upon the terms and subject to Agent) such increases are requested the conditions set forth herein, on any Business Day during the term 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. Agent shall promptly notify Lenders of the requested increase and, within 5 Business Days thereafter, each or to encourage any Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any ; provided, that (a) each Lender that is a party to this Agreement immediately prior to such increase shall have the first option, and may elect, to fund its Pro Rata share of the amount of the increase in the Revolver Commitment (or any such greater amount in the event that one or more Lenders does not responding within elect to fund its respective Pro Rata share of the amount of the increase in the Revolver Commitment), thereby increasing its Revolver Commitment hereunder, but no Lender shall have any obligation to do so, (b) in the 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 period Eligible Assignee 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 Borrowers, Agent or any other Lender to increase its Revolver Commitment or its Pro Rata share of the Revolver Commitments, which decision shall be deemed to have declined an increase. If made in the sole discretion of each Lender; and (d) in no event shall the addition of any Lender or Lenders fail to commit to or the full requested increase, Eligible Assignees may issue additional increase in the Revolver Commitment of any Lender under this Section 2.1.6 increase the aggregate Revolver Commitments and become Lenders hereunderto an aggregate amount greater than $260,000,000 less the amount of any voluntary reductions under Section 2.2 hereof. Agent may allocateUpon the addition of any Lender, or the increase in its discretion and with the consent Revolver Commitment of Borrower Agentany Lender, the increased dollar amount of the Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments Commitment set forth opposite each Lender’s name on the signature pages to this Agreement shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon amended by Agent and Borrower AgentBorrowers to reflect such addition or such increase, provided that (i) 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 conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Pro Rata benefit of those Lenders providing such who increase their Revolver Commitment and any new Lenders, such fee to be based upon the increase at in their Revolver Commitments only and not on their aggregate Revolver Commitments after giving effect to such time and increase. (ii) to the extent If any portion of the 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 the 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 requested increase in the Revolver Commitments is agreed to in accordance with subsection (i) above, Agent and Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). Agent, with the consent and approval of Borrowers, shall promptly confirm in writing to Lenders the final allocation of such increase as of the Increase Effective Date, and each new Lender and each existing Lender that has increased its Revolver Commitment shall purchase Revolver Loans and LC Obligations from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolver Loans and LC Obligations from each Lender shall equal such Lender’s respective Pro Rata share of the Revolver Commitments, as modified to give effect to such increase, multiplied by the aggregate amount of Revolver Loans outstanding and LC Obligations from all Lenders. As condition precedents to the effectiveness of such increase, Borrowers shall deliver to Agent (i) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by the Chief Financial Officer of Borrower Agent on behalf of Borrowers, including a Compliance Certificate demonstrating compliance with the terms of this Agreement and certification that, both before and after giving effect to such increase, each representation and warranty contained in Section 9 and each certification in Section 15.18 of this Agreement is true and correct in all material respects on and as of the Increase Effective Date (except to the extent that any such representation or warranty is stated to relate solely to an earlier date), that the requested increase is permitted under and will not violate the Indenture, and that no Default or Event of Default exists, and (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable legal opinions from counsel to the Borrowers in form and substance acceptable to Agent that the Loan Agreement and the requested increase in the Revolver Commitments provided for herein is permitted under and does not violate the Indenture or any other Material Contract. Upon the request of any Lender, Borrowers shall deliver a new or amended Revolver Note reflecting the new or increased Revolver Commitment without of each such Lender as of the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersIncrease Effective Date.

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) the 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 except for a closing fee specified by BorrowersAgent, (b) total aggregate increases under this Section 2.1.7 do not exceed $45,000,000 in the aggregate and no more than three increases are made, (c) no reduction in Revolver Commitments pursuant to this Section do not exceed $300,000,0002.1.4 has occurred prior to the requested increase, (d) the Convertible Notes shall 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 compliance with Section 10.2.18(b), and (ce) no more the requested increase does not cause (i) the Revolver Commitments to exceed an amount that is $10,000,000 less than six any applicable cap under the Intercreditor Agreement or any intercreditor agreement relating to any Refinancing Debt refinancing or refunding the Convertible Notes, or (6ii) 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 Convertible Notes, or (iii) the Revolver Commitments to cease being “Permitted Indebtedness” under the Convertible Notes Agreement or such greater number as shall be reasonably acceptable under any comparable agreement relating to Agent) such increases are requested during any Refinancing Debt refinancing or refunding the term of this AgreementConvertible Notes. Agent shall promptly notify the Lenders of the requested increase and, within 5 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 its discretion and consultation with the consent of Borrower Agent, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, BorrowersObligors, 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, the all outstanding Revolver Usage Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ adjusted shares of such Revolver Commitments. Notwithstanding In no event shall the foregoing provisions of this Section 2.1.7 or anything any other provision of this Agreement or any other Loan Document be deemed to create any obligation on the contrary contained part of any Lender to agree to any increase in the Loan Documents (including Section 14.1), if the 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 and Borrowers may, agree that any such increase shall be at the sole option of Borrower Agent, decline such increase in the Revolver Commitments or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerseach Lender.

Increase in Revolver Commitments. The 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) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Borrowers, and (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 15,000,000 and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such 3 increases are requested during the term of this Agreementmade. Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 and with the consent of Borrower Agentdiscretion, 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 Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) 6.2 are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent any portion of the 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, time. Agent, Borrowers, and the 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

Increase in Revolver Commitments. The Borrowers Borrowers, through Borrower Agent, may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) such increase is approved by Agent in its Permitted Discretion and is subject to terms and conditions mutually agreed upon by Agent and Borrower Agent, (b) the requested increase is in a minimum amount of $10,000,000 20,000,000 (or such lesser amount which would, 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, other than in respect of fees except for a closing fee specified by Borrowers, (bc) total aggregate increases in the Revolver Commitments pursuant to under this Section do not collectively exceed $300,000,000, 50,000,000 in the aggregate and (c) no more than six three (63) (or such greater number as shall be reasonably acceptable to Agent) such increases are made, (d) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested during increase and (e) the term requested increase does not cause the Commitments to exceed 90% of this Agreementany applicable cap under any Subordinated Debt agreement or the Indenture (the “Accordion”). Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 hereunderhereunder so as to bring the Revolver Commitment up to the amount requested by Borrower Agent. Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total If the full increase requested by Borrower’s Agent is not committed to by the Lenders after taking into account the participation of Eligible Assignees, then the Revolving Commitment nonetheless shall be increased to the extent 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 upon by Agent and Borrower Agent, provided that (i) the 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 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, 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, the all outstanding Revolver Usage Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ adjusted shares of such Revolver Commitments. iii. Notwithstanding Section 3.1.4 of the foregoing or anything Credit Agreement is hereby amended to add to the contrary contained in beginning of such section: “Subject to Section 3.11,” iv. Section 3.5 of the Loan Documents (including Section 14.1), if the rate of interest, the Unused Line Fee or similar fee or interest rate applicable Credit Agreement is hereby amended to add to the increase in Revolver Commitments exceeds the rate beginning of interest, the Unused Line Fee or similar fee or interest rate such section: “Subject to Section 3.11,” VP/#37368070.5 v. Section 3.6 of the existing Revolver Loans, (i) the Borrowers may, at the sole option of Borrower Agent, decline such increase in the Revolver Commitments or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto Credit Agreement is hereby amended to match that applicable add to the increased Revolver Commitment without beginning of such section: “Subject to Section 3.11,” vi. A new Section 3.11 is added to the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.Credit Agreement to read as follows:

Increase in Revolver Commitments. The (a) Subject to the terms and conditions hereof, at any time after the Closing Date and up to the Revolver Commitment Termination Date, provided that no Default or Event of Default has occurred and is continuing, Borrowers may request an that the Lenders increase in the Revolver Commitments from time up to time upon notice to Agent, as long as (a) the requested increase is in a minimum an aggregate amount of $10,000,000 500,000,000 (each such commitment increase, a “Revolver Commitment Increase”) by notifying Agent and is offered on each Lender of the same terms as existing amount of the proposed Revolver CommitmentsCommitment Increase. Notwithstanding anything in this Agreement to the contrary, no Revolver Commitment Increase shall require the approval of any Lender other than any Lender (if any) providing all or part of the Revolver Commitment Increase, no Lender shall be required to provide all or part of any Revolver Commitment Increase unless it agrees to do so in respect of fees specified by Borrowersits sole discretion, and no Revolver Commitment Increase shall be in an amount less than $10,000,000. (b) total aggregate increases in Any Revolver Commitment Increase shall be offered by Borrowers to the Lenders on a Pro Rata basis on the date that the Revolver Commitments pursuant Commitment Increase is requested. The Lenders shall have 15 Business Days to this Section do not exceed $300,000,000, respond to any request for a Revolver Commitment Increase (by notice to Borrowers 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 and may elect to accept all, a portion or none of this Agreement. Agent shall promptly notify Lenders their respective Pro Rata shares 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 proposed Revolver CommitmentCommitment Increase. Any Lender not responding within which fails to respond to a request for a Revolver Commitment Increase by the end of such 15 Business Day period shall will be deemed to have declined an increasethe request for its Pro Rata share of the requested Revolver Commitment Increase. If any portion of a requested Revolver Commitment Increase is not provided by the Lenders, then Borrowers may request that the other Lenders fail (without regard to commit to the full requested increase, their Pro Rata percentage) or one or more Eligible Assignees provide such Revolver Commitment Increase. In any such case, each Person providing a portion of the requested Revolver Commitment Increase shall execute and deliver to Agent and Borrowers all such documentation as may issue additional be reasonably required by Agent to evidence such Revolver Commitments Commitment Increase. (c) If any requested Revolver Commitment Increase is agreed to in accordance with this Section 2.2, Agent and become Lenders hereunderBorrowers shall determine the effective date of such Revolver Commitment Increase (the “Commitment Increase Effective Date”). Agent may allocateAgent, in its discretion and with the consent and approval of Borrower AgentBorrowers, shall promptly confirm in writing to the increased Lenders the final allocation of such Revolver Commitments among committing Lenders and, if necessary, Eligible AssigneesCommitment Increase and the Commitment Increase Effective Date. Total Revolver Commitments shall be increased by On the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that Commitment Increase Effective Date: (i) the conditions Pro Rata shares of the Lenders shall be amended to reflect the reallocated Revolver Commitments; (ii) each Person added as a new Lender pursuant to a Revolver Commitment Increase (a “New Lender”) shall become a Lender hereunder and under the other Loan Documents with a Revolver Commitment as set forth on the Assignment and Acceptance executed by such Lender; (iii) the Revolver Commitment of each existing Lender that increases its Revolver Commitment pursuant to a Revolver Commitment Increase (an “Increasing Lender”) shall be increased as reflected on such Assignment and Acceptance; (iv) Borrowers shall pay (which may be funded with Revolver Loans made under the Revolver Commitment Increase) the principal amount of, and accrued and unpaid interest on, Revolver Loans of the Lenders other than the New Lenders in an amount sufficient (as determined by Agent) to permit the New Lenders and the Increasing Lenders to fund Revolver Loans in an amount equal to the New Lenders’ and the Increasing Lenders’ respective Pro Rata shares of the then outstanding Revolver Loans, and in connection with such payment shall also pay funding losses, if any, on such repayment in accordance with Section 6.2(a3.9; (v) each New Lender shall fund Revolver Loans in an amount equal to its Pro Rata share of the then outstanding Revolver Loans; and (bvi) are satisfied or waived by each Increasing Lender shall fund Revolver Loans in an amount necessary such that, after giving effect to such funding, it shall have funded its Pro Rata share of the Lenders providing entire amount of the then outstanding Revolver Loans. Any New Lender shall be required to have a Revolver Commitment of not less than $10,000,000. (d) As a condition precedent to the effectiveness of any such Revolver Commitment increase at such time and (ii) Increase, Borrowers shall deliver to the extent any portion Agent a certificate signed by a Senior Officer, dated as of the Obligations are secured by a Mortgage Commitment Increase Effective Date, that as of the Commitment Increase Effective Date no Default or Leasehold Mortgage, flood insurance diligence Event of Default has occurred 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 is continuing. (e) In no event shall 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment exceed $500,000,000 without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerseach Lender.

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) So long as no Default or Event of Default exists, the requested increase is in a minimum amount of $10,000,000 and is offered on Borrower may request that the same terms as existing Revolver CommitmentsCommitments be increased and, other than in respect of fees specified by Borrowersupon such request, (b) total aggregate increases in the Revolver Commitments pursuant Administrative Agent shall have the right 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 solicit additional financial institutions to Agent) such increases are requested during the term become Lenders for purposes of this Agreement. Agent shall promptly notify Lenders of the requested increase andAgreement (“New Lenders”), within 5 Business Days thereafter, each or to encourage any 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 consent of Borrower Agent, 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 date agreed upon by Agent and Borrower Agent, provided that (i) each Lender which is a party to this Agreement prior to such increase shall have the conditions set forth first option, and may elect, to fund an amount up to its Pro Rata Share of the amount of the increase in Section 6.2(athe 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), thereby increasing its Commitment hereunder, but no Lender shall have any obligation to do so, (ii) in the event that it becomes necessary to include New Lenders to fund the amount of the increase in the Commitment, each such 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 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 Administrative Agent shall have no obligation to the Borrower or to any Lender to solicit New Lenders or any increase in the Commitment of any Lender pursuant to this Section 1.6; (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. (b) are satisfied If any requested increase in the Commitments is agreed to in accordance with Section 1.6(a)(i) above, the Administrative Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”). The Administrative Agent, with the consent and approval of the Borrower, shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date and, each New Lender, and each existing Lender that has elected to increase its Commitment, shall purchase Revolving Loans and participations in outstanding Letters of Credit from each other Lender in an amount such that, after such purchase or waived purchases, the amount of outstanding Revolver Loans and such Letters of Credit from each Lender shall equal such Lender’s respective Pro Rata Share of the Commitments, as modified to give effect to such increase, multiplied by the Lenders providing aggregate amount of Revolver Loans outstanding and Letters of Credit outstanding from all Lenders. As a condition precedent to the effectiveness of such Revolver increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a responsible officer of the Borrower, including a certificate demonstrating compliance with the terms of this Agreement and certification that, before and after giving effect to such increase, the representations and warranties contained in Article 6 are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Event of Default exists. Upon the request of any Lender, the Borrower shall deliver a new or amended Revolving Loan Note reflecting the new or increased Commitment increase at of each New Lender or any other affected Lender, as the case may be, as of the Increase Effective Date. The Borrower shall prepay any Revolving Loans which are LIBOR Loans and which are outstanding on the Increase Effective Date (and pay any costs incurred in connection with such time and (iiprepayment pursuant to Section 4.4) to the extent necessary to keep the outstanding Revolving Loans ratable with any portion revised Pro Rata Shares of the 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 Commitments arising from any nonratable increase 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. . (c) Notwithstanding the foregoing provisions of this Section 1.6, the Borrower shall not be entitled increase the amount of the Commitments hereunder if it previously elected to voluntarily reduce the Commitments pursuant to Section 1.2(a)(iv). (d) If one or anything more New Lender or any other Lender fund an increase in the Commitments pursuant to the contrary contained in the Loan Documents foregoing provisions of this Section 1.6 (including Section 14.1), if the rate of interest, the Unused Line Fee or similar fee or interest rate applicable such Lenders being hereafter referred 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, (ias “Commitment Increase Lenders”) the Borrowers may, at the sole option of Borrower Agent, decline and other Lenders elect not to fund any such increase in the Revolver Commitments, and thereafter the Borrower elects to voluntarily reduce the Commitments or (ii) pursuant to Section 1.2(a)(iv), any such rate of interest and/or fee reduction in the Commitments shall be allocated, on a pro rata basis, first to such Commitment Increase Lenders to the extent of their new or increased Commitments under this Section 1.6, and thereafter, on a pro rata basis as provided in excess Section 1.2(a)(iv), to the other Lenders who are not Commitment Increase Lenders. (b) by amending and restating Sections 2.4, 2.5, 2.6 and 2.7 of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.Credit Agreement as follows:

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) the requested increase is in a minimum amount of $10,000,000 2,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of except for fees specified by Borrowersin the Fee Letter, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00015,000,000 and no more than three (3) increases are made, and (c) no more than six (6) (or Required Lenders consent in writing to such greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreementincrease. Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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 Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the 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 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, Borrowers. Agent, Borrowers, and the 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

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 may, by written notice to Agent and the requested Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase is 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 $10,000,000 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 is offered the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the same terms as existing “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 than in respect of fees specified by BorrowersLender, (b) total aggregate increases 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 do not exceed $300,000,000, and 2.18. (cb) 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 The increased Revolver Commitments and Maximum Revolver Amount with respect to an Approved Increase shall become Lenders hereunder. Agent may allocate, in its discretion and with the consent effective as of Borrower Agent, 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 date agreed upon by Agent and Borrower Agent, Increase Effective Date; provided that (i) each of the conditions set forth in Section 6.2(a3.2 shall be satisfied. (c) The terms and provisions of Loans made pursuant to an Approved Increase shall be identical to the terms and provisions applicable to the relevant Loans made immediately prior to such Increase Effective Date. (bd) are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to To the extent any portion Advances or Letters of Credit are outstanding on the 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 Increase Effective Date when the Revolver Commitments shall be reallocated among Lendersand the Maximum Revolver Amount are increased, and settled by Agent as necessary, in accordance with Lenders’ adjusted shares each of such the Lenders having a Revolver Commitments. Notwithstanding the foregoing or anything Commitment prior to the contrary contained in Increase Effective Date (the Loan Documents (including Section 14.1), if the rate of interest, the Unused Line Fee “Revolver Pre-Increase Lenders”) shall assign to any Lender which is acquiring a new 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased additional Revolver Commitment without on the consent of any Person, other than Increase Effective Date (the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.- 50 -

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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00025,000,000 in the aggregate and no more than 5 increases are made, and (c) no more than six reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (6d) 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 such greater number as shall be reasonably acceptable to Agent) such increases are requested during Letters of Credit in amounts exceeding any expressed dollar cap in reliance upon the term of this AgreementBorrowing Base). Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00040,000,000 in the aggregate and no more than three (3) increases are made, and (c) no more than six 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 (6d) after giving effect to the requested increase, the Revolver Commitments will constitute “ABL Facility Obligations” under the Intercreditor Agreement (or such greater number as shall be reasonably acceptable any similar agreement with respect to Agent) such increases are requested during the term of this Agreementany Refinancing Debt). Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 consent of Borrower Agentthe Borrowers (such consent not to be unreasonably withheld), the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 60 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent and Borrower deem appropriate to evidence the increase in and allocations of Revolver Commitments. 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 if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.

Increase in Revolver Commitments. The 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) the requested increase is in a minimum amount of $10,000,000 25,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of fees except for a closing fee specified by Agent and Borrowers, and (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,000, 75,000,000 and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such three increases are requested during the term of this Agreementmade. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, 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 date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) 6.2 are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to the extent any portion of the 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, time. Agent, Borrowers, and the 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

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) the 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 except for a closing fee specified by Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00035,000,000 in the aggregate and no more than three (3) increases are made, and (c) no more than six (6) (or such greater number as shall be reasonably acceptable reduction in Commitments pursuant to Agent) such increases are Section 2.1.4 has occurred prior to the requested during the term of this Agreementincrease. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, the Revolver Usage Loans and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.”

Increase in Revolver Commitments. The (a) Subject to the terms and conditions hereof, at any time after the Closing Date and up to the Revolver Commitment Termination Date, provided that no Default or Event of Default has occurred and is continuing, Borrowers may request an that the Lenders increase in the Revolver Commitments from time up to time upon notice to Agent, as long as (a) the requested increase is in a minimum an aggregate amount of $10,000,000 625,000,000 (each such commitment increase, a “Revolver Commitment Increase”) by notifying Agent and is offered on each Lender of the same terms as existing amount of the proposed Revolver CommitmentsCommitment Increase. Notwithstanding anything in this Agreement to the contrary, no Revolver Commitment Increase shall require the approval of any Lender other than any Lender (if any) providing all or part of the Revolver Commitment Increase, no Lender shall be required to provide all or part of any Revolver Commitment Increase unless it agrees to do so in respect of fees specified by Borrowersits sole discretion, and no Revolver Commitment Increase shall be in an amount less than $10,000,000. (b) total aggregate increases in Any Revolver Commitment Increase shall be offered by Borrowers to the Lenders on a Pro Rata basis on the date that the Revolver Commitments pursuant Commitment Increase is requested. The Lenders shall have 15 Business Days to this Section do not exceed $300,000,000, respond to any request for a Revolver Commitment Increase (by notice to Borrowers 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 and may elect to accept all, a portion or none of this Agreement. Agent shall promptly notify Lenders their respective Pro Rata shares 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 proposed Revolver CommitmentCommitment Increase. Any Lender not responding within which fails to respond to a request for a Revolver Commitment Increase by the end of such 15 Business Day period shall will be deemed to have declined an increasethe request for its Pro Rata share of the requested Revolver Commitment Increase. If any portion of a requested Revolver Commitment Increase is not provided by the Lenders, then Borrowers may request that the other Lenders fail (without regard to commit to the full requested increase, their Pro Rata percentage) or one or more Eligible Assignees provide such Revolver Commitment Increase. In any such case, each Person providing a portion of the requested Revolver Commitment Increase shall execute and deliver to Agent and Borrowers all such documentation as may issue additional be reasonably required by Agent to evidence such Revolver Commitments Commitment Increase. (c) If any requested Revolver Commitment Increase is agreed to in accordance with this Section 2.2, Agent and become Lenders hereunderBorrowers shall determine the effective date of such Revolver Commitment Increase (the “Commitment Increase Effective Date”). Agent may allocateAgent, in its discretion and with the consent and approval of Borrower AgentBorrowers, shall promptly confirm in writing to the increased Lenders the final allocation of such Revolver Commitments among committing Lenders and, if necessary, Eligible AssigneesCommitment Increase and the Commitment Increase Effective Date. Total Revolver Commitments shall be increased by On the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that Commitment Increase Effective Date: (i) the conditions Pro Rata shares of the Lenders shall be amended to reflect the reallocated Revolver Commitments; (ii) each Person added as a new Lender pursuant to a Revolver Commitment Increase (a “New Lender”) shall become a Lender hereunder and under the other Loan Documents with a Revolver Commitment as set forth on the Assignment and Acceptance executed by such Lender; (iii) the Revolver Commitment of each existing Lender that increases its Revolver Commitment pursuant to a Revolver Commitment Increase (an “Increasing Lender”) shall be increased as reflected on such Assignment and Acceptance; (iv) Borrowers shall pay (which may be funded with Revolver Loans made under the Revolver Commitment Increase) the principal amount of, and accrued and unpaid interest on, Revolver Loans of the Lenders other than the New Lenders in an amount sufficient (as determined by Agent) to permit the New Lenders and the Increasing Lenders to fund Revolver Loans in an amount equal to the New Lenders’ and the Increasing Lenders’ respective Pro Rata shares of the then outstanding Revolver Loans, and in connection with such payment shall also pay funding losses, if any, on such repayment in accordance with Section 6.2(a3.9; (v) each New Lender shall fund Revolver Loans in an amount equal to its Pro Rata share of the then outstanding Revolver Loans; and (bvi) are satisfied or waived by each Increasing Lender shall fund Revolver Loans in an amount necessary such that, after giving effect to such funding, it shall have funded its Pro Rata share of the Lenders providing entire amount of the then outstanding Revolver Loans. Any New Lender shall be required to have a Revolver Commitment of not less than $15,000,000. (d) As a condition precedent to the effectiveness of any such Revolver Commitment increase at such time and (ii) Increase, Borrowers shall deliver to the extent any portion Agent a certificate signed by a Senior Officer, dated as of the Obligations are secured by a Mortgage Commitment Increase Effective Date, that as of the Commitment Increase Effective Date no Default or Leasehold Mortgage, flood insurance diligence Event of Default has occurred 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 is continuing. (e) In no event shall 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment exceed $625,000,000 without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerseach Lender.

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) From and after the requested Closing Date through but excluding the date that is 12 months after the Closing Date (but on only 1 occasion), the existing Revolver Commitments and the Maximum Revolver Amount may be increased (such an increase that satisfies the terms and conditions herein, the “Approved Increase”) by an amount equal to the Available Increase Amount at the option of Borrower by delivery of a written notice of a proposed increase to Agent if (i) each of the conditions precedent set forth in Section 3.2 are satisfied as of the Increase Effective Date and (ii) Borrower shall have paid to Agent all fees due and payable as of the Increase Effective Date pursuant to the Fee Letter. Such notice shall specify the date on which the proposed increase is to be effective (the “Increase Effective Date”), which date shall not be less than 10 Business Days after the date of such notice. (b) So long as each of the requirements set forth in a minimum amount Section 2.2(a) are satisfied, the increased Revolver Commitments with respect to the Approved Increase shall become effective, as of $10,000,000 and is offered on the same terms as existing such Increase Effective Date. (c) Agent shall invite each Lender to increase its Revolver CommitmentsCommitment (it being understood that no Lender, other than in respect of fees specified by BorrowersWFF, (b) total aggregate increases in the 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 obligated to increase its Revolver Commitment. Any ) or may invite any other Person who is reasonably satisfactory to Agent and Borrower to become a Lender not responding within such period shall be deemed to have declined in connection with 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 allocateApproved Increase by executing a joinder agreement, in its discretion form and substance reasonably satisfactory to Agent, to which such Person, Borrower, and Agent are party (the “Increase Joinder”). Such Increase Joinder may, with the consent of Borrower and the Required Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effectuate the provisions of this Section 2.2. WFF shall increase its Revolver Commitment by the full amount of the Approved Increase in the event no other Lender or other Person agrees to increase its Revolver Commitment or execute an Increase Joinder. (d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Advances shall be deemed, unless the context otherwise requires, to include Advances made pursuant to the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total and Maximum Revolver Commitments shall be increased by the requested amount Amount pursuant to this Section 2.2. (or such lesser amount committed by Lenders and Eligible Assigneese) on a date agreed upon by Agent and Borrower Agent, provided that (i) the 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 To the extent any portion Advances or Letters of Credit are outstanding on the Increase Effective Date, each of the Obligations are secured by Lenders having a Mortgage Revolver Commitment prior to the Increase Effective Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or Leasehold Mortgageadditional Revolver Commitment on the Increase Effective Date (the “Post-Increase Revolver Lenders”), flood insurance diligence and documentation have been completed such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Effective Date as required by all Flood Laws or otherwise shall be necessary in a manner satisfactory order that, after giving effect to all Lenderssuch assignments and purchases, Agent, Borrowers. On the effective date such Advances and participation interests in Letters of an increase, the Credit will be held by Pre-Increase Revolver Usage Lenders and other exposures under the Post-Increase Revolver Commitments shall be reallocated among Lenders, and settled by Agent as necessary, Lenders ratably in accordance with Lenders’ adjusted shares of their Pro Rata Share after giving effect to such increased Revolver Commitments. (f) The Advances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.2 shall constitute Advances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and Liens created by the Loan Documents. Notwithstanding Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the foregoing or anything to the contrary contained in Liens granted by the Loan Documents (including Section 14.1), if continue to be perfected under the rate of interest, the Unused Line Fee Code or similar fee or interest rate applicable otherwise after giving effect to the increase in establishment of any such new Revolver Commitments exceeds the rate of interest, the Unused Line Fee or similar fee or interest rate of the existing and Maximum Revolver Loans, (i) the Borrowers may, at the sole option of Borrower Agent, decline such increase in the Revolver Commitments or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersAmount.

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) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than 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 date of each such increase in respect of fees specified by BorrowersRevolver Commitment pursuant to this Section 2.1.7, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00010,000,000 and no more than 2 increases are made, and (c) no more than six (6) (or such greater number as shall be reasonably acceptable the requested increase does not cause the Commitments to Agent) such increases are requested during the term exceed 90% of this Agreementany applicable cap under any Subordinated Debt agreement. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Provided the conditions set forth in Section 6.3 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, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, Borrowers, 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, 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 commitments. B. The first sentence of Section 12.4 of the foregoing Loan Agreement is hereby amended and restated in its entirety to read as follows: “Agent shall not be deemed to have knowledge of any Default or anything Event of Default, or of any failure to satisfy any conditions in Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof or has actual knowledge of such event.” C. The first sentence of Section 12.7 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: “Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses caused by Agent’s gross negligence or willful misconduct.” D. Schedule 1.1 to the contrary contained in Loan Agreement is hereby amended by replacing Schedule 1.1 attached to the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersAgreement with Exhibit A attached hereto.

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) The Borrower may, by written notice to the requested Agent and the Lenders, elect to request increases in the existing Revolver Commitments and the Maximum Revolver Amount (each increase is that satisfies the terms and conditions of this Section 2.17, an “Approved Increase”) by an aggregate amount, for all such increases under this Section 2.17, that does not exceed $100,000,000.00. Each Approved Increase shall be in a minimum principal amount of $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 is offered the Maximum Revolver Amount, (ii) the date on which such increase shall become effective (the same terms as existing “Increase Effective Date”), and (iii) the identity of each Lender or other Eligible Transferee to whom 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 than in respect of fees specified by BorrowersLender, (b) total aggregate increases 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 2.17. 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 do not exceed $300,000,000, and 2.17. (cb) 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 The increased Revolver Commitments and Maximum Revolver Amount with respect to an Approved Increase shall become Lenders hereunder. Agent may allocate, in its discretion and with the consent effective as of Borrower Agent, 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 date agreed upon by Agent and Borrower Agent, Increase Effective Date; provided that (i) each of the conditions set forth in Section 6.2(a3.2 shall be satisfied. (c) The terms and provisions of Loans made pursuant to an Approved Increase shall be identical to the terms and provisions applicable to the relevant Loans made immediately prior to the relevant Increase Effective Date. (bd) are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) to To the extent any portion of Advances are outstanding on the 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 Increase Effective Date when the Revolver Commitments and the Maximum Revolver Amount are increased, each of the Lenders having a Revolver Commitment prior to the Increase Effective Date (the “Revolver Pre-Increase Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Effective Date (the “Revolver Post-Increase Lenders”), and such Revolver Post-Increase Lenders shall purchase from each Revolver Pre-Increase Lender, at the principal amount thereof, such interests in the Advances on such Increase Effective Date as shall be reallocated among Lendersnecessary in order that, after giving effect to all such assignments and settled purchases, such Advances will be held by Agent as necessary, all Lenders ratably in accordance with Lenders’ adjusted shares of their Pro Rata Shares after giving effect to such increased Revolver Commitments. Notwithstanding . (e) The Loans and Revolver Commitments established pursuant to this Section shall constitute Loans and Revolver Commitments under, and shall be entitled to all the foregoing or anything to benefits afforded by, this Agreement and the contrary contained in other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Loan Documents (including Section 14.1), if the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the BorrowersDocuments.

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) the requested increase is in a minimum amount of $10,000,000 5,000,000 and is offered on the same terms as existing Revolver Commitments, other than in respect of except for fees specified by Borrowersin the Fee Letter, (b) total aggregate increases in the Revolver Commitments pursuant to under this Section do not exceed $300,000,00015,000,000 and no more than three (3) increases are made, and (c) no more than six (6) (or Required Lenders consent in writing to such greater number as shall be reasonably acceptable to Agent) such increases are requested during the term of this Agreementincrease. Agent shall promptly notify Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total 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, provided that (i) the 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 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, Borrowers. Agent, Borrowers, and the 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, 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowerscommitments.

Increase in Revolver Commitments. The Borrowers (a) Provided there exists no Default or Event of Default and subject to the prior written consent of Agent (which may request an increase be provided or withheld in Revolver Commitments Agent’s sole discretion and without the consent of any other Lender, and absent which any notice from Borrower described below shall be void and of no force and effect), the Borrower may, from time to time prior to the Maturity Date, upon written notice to Agentthe Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), as long as request up to four (a4) the requested increase is increases (in a minimum amount increments of $10,000,000 and 5,000,000), not to exceed $20,000,000 in the aggregate to the Maximum Revolver Amount (any such increase, each a “Revolver Increase”). At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Revolver Commitments, other than in respect date of fees specified by Borrowers, delivery of such notice to the Lenders). (b) total aggregate increases in the 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 Each Lender shall notify the Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Revolver CommitmentCommitment in connection with such Revolver Increase and, if so, whether by a percentage of the requested Revolver Increase equal to, greater than, or less than its Pro Rata Share in respect of the aggregate amount of the Revolver Commitments of all Lenders. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Revolver Commitment. (c) The Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request for a Revolver Increase made hereunder. If To achieve the full amount of a requested Revolver Increase if existing Lenders fail do not elect to commit provide the full amount of a requested Revolver Increase, and subject to the full requested increaseconsent and of the Agent in its sole discretion and to the approval of the Agent, Eligible Assignees the Issuing Lender and the Swing Lender with respect to the identity of such Person, the Borrower may issue also invite additional Persons to become Lenders pursuant to a joinder to this Agreement in form and substance satisfactory to the Agent and its counsel. (d) If the Revolver Commitments and become Lenders hereunder. Maximum Revolver Amount are increased in accordance with this Section 2.14, the Agent may allocate, (in its discretion and consultation with the consent of Borrower Agent, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments Borrower) 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, provided that (i) the 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 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 determine the effective date of an increase, (the Revolver Usage “Revolving Credit Increase Effective Date”) and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as necessary, in accordance with Lenders’ adjusted shares final allocation of such Revolver Commitmentsincrease. Notwithstanding The Agent shall promptly notify the foregoing or anything to Borrower and the contrary contained in the Loan Documents (including Section 14.1), if the 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 Lenders of the existing final allocation of such increase and the Revolving Credit Increase Effectiveness Date. (e) As additional conditions precedent to any Revolver LoansIncrease (and without limiting Agent’s discretion as to whether to consent to any Revolver Increase), (i) the Borrowers mayBorrower shall deliver to the Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by an officer of such Loan Party, at certifying and attaching the sole option resolutions adopted by such Loan Party approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (ii) through (iv) have been satisfied, (ii) no Default or Event of Default shall have occurred and be continuing or would result from such Revolver Increase, (iii) before and after giving effect to such Revolver Increase, the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations that already are qualified or modified by materiality in the text thereof) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, (iv) after giving effect to such Revolver Increase, the Borrower Agentwould be in pro forma compliance with Section 7(a) of the Agreement for the twelve-month period to which the most recent Compliance Certificate received by the Agent pursuant to Schedule 5.1 relates, decline assuming that the Revolver Commitments (after giving effect to such increase) are fully drawn. The Borrower shall prepay any Advances, Letter of Credit Disbursements or Swing Loans (to the extent participated to Lenders) outstanding on the Revolving Credit Increase Effective Date to the extent necessary to keep the outstanding Advances, Letter of Credit Disbursements or Swing Loans (to the extent participated to Lenders), as the case may be, ratable with any revised Pro Rata Share of a Lender in respect of the Revolver Commitments arising from any nonratable increase in the Revolver Commitments or under this Section 2.14. (iif) In connection with each Revolver Increase and as a further condition to providing each Revolver Increase, Lenders, Borrower, and each Guarantor shall execute such rate of interest and/or fee amendments, agreements, instruments and documents, if any, as Agent shall be increased in excess reasonably request to evidence such Revolver Increase (b) Section 3.3 of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders Credit Agreement is amended and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.restated in its entirety as follows:

Increase in Revolver Commitments. The (a) U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon notice to Agent, as long as (a) 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, other than in respect of fees except for a closing fee specified by U.S. Borrowers, (b) total aggregate increases in the 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 U.S. Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased U.S. Revolver Commitments among committing Lenders U.S. Xxxxxxx and, if necessary, Eligible Assignees. Total 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 lesser amount committed by Lenders U.S. Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following U.S. Borrowers’ increase at such time and (ii) to the extent any portion of the 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, request. Agent, U.S. Borrowers, and new and existing U.S. Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, the U.S. Revolver Usage and other exposures under the U.S. Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ adjusted shares of such U.S. Revolver Commitments. Notwithstanding the foregoing or anything . (b) After giving effect to the contrary contained in the Loan Documents any increases under clause (including Section 14.1), if the rate of interesta) above, the Unused Line Fee or similar fee or interest rate applicable to the increase in aggregate U.S. Revolver Commitments exceeds shall not exceed $300,000,000. (c) No more than 3 increases are made during the rate term of interest, the Unused Line Fee or similar fee or interest rate of the existing Revolver Loans, this Agreement and no more than one increase is made per any 12 month period are made under clause (ia) the Borrowers may, at the sole option of Borrower Agent, decline such increase in the Revolver Commitments or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowersabove.

Increase in Revolver Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (ai) To the extent that any 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 Borrowers, (b) total aggregate increases in the Revolver Commitments pursuant to this Section do is permitted under and will not exceed $300,000,000violate the Indenture, and (c) no more than six (6) (or provided that Agent has received evidence satisfactory to it from Borrowers that such greater number as shall be reasonably acceptable requested increase is permitted under and will not violate the Indenture, then upon the terms and subject to Agent) such increases are requested the conditions set forth herein, on any Business Day during the term 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. Agent shall promptly notify Lenders of the requested increase and, within 5 Business Days thereafter, each or to encourage any Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any ; provided, that (a) each Lender that is a party to this Agreement immediately prior to such increase shall have the first option, and may elect, to fund its Pro Rata share of the amount of the increase in the Revolver Commitment (or any such greater amount in the event that one or more Lenders does not responding within elect to fund its respective Pro Rata share of the amount of the increase in the Revolver Commitment), thereby increasing its Revolver Commitment hereunder, but no Lender shall have any obligation to do so, (b) in the 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 period Eligible Assignee 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 Borrowers, Agent or any other Lender to increase its Revolver Commitment or its Pro Rata share of the Revolver Commitments, which decision shall be deemed to have declined an increase. If made in the sole discretion of each Lender; and (d) in no event shall the addition of any Lender or Lenders fail to commit to or the full requested increase, Eligible Assignees may issue additional increase in the Revolver Commitment of any Lender under this Section 2.1.6 increase the aggregate Revolver Commitments and become Lenders hereunderto an aggregate amount greater than $200,000,000 less the amount of any voluntary reductions under Section 2.2 hereof. Agent may allocateUpon the addition of any Lender, or the increase in its discretion and with the consent Revolver Commitment of Borrower Agentany Lender, the increased dollar amount of the Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Revolver Commitments Commitment set forth opposite each Lender’s name on the signature pages to this Agreement shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon amended by Agent and Borrower AgentBorrowers to reflect such addition or such increase, provided that (i) 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 conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Pro Rata benefit of those Lenders providing such who increase their Revolver Commitment and any new Lenders, such fee to be based upon the increase at in their Revolver Commitments only and not on their aggregate Revolver Commitments after giving effect to such time and increase. (ii) to the extent If any portion of the 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 the 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 requested increase in the Revolver Commitments is agreed to in accordance with subsection (i) above, Agent and Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). Agent, with the consent and approval of Borrowers, shall promptly confirm in writing to Lenders the final allocation of such increase as of the Increase Effective Date, and each new Lender and each existing Lender that has increased its Revolver Commitment shall purchase Revolver Loans and LC Obligations from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolver Loans and LC Obligations from each Lender shall equal such Lender’s respective Pro Rata share of the Revolver Commitments, as modified to give effect to such increase, multiplied by the aggregate amount of Revolver Loans outstanding and LC Obligations from all Lenders. As condition precedents to the effectiveness of such increase, Borrowers shall deliver to Agent (i) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by the Chief Financial Officer of Borrower Agent on behalf of Borrowers, including a Compliance Certificate demonstrating compliance with the terms of this Agreement and certification that, both before and after giving effect to such increase, each representation and warranty contained in Section 9 and each certification in Section 15.18 of this Agreement is true and correct in all material respects on and as of the Increase Effective Date (except to the extent that any such representation or warranty is stated to relate solely to an earlier date), that the requested increase is permitted under and will not violate the Indenture, and that no Default or Event of Default exists, and (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable legal opinions from counsel to the Borrowers in form and substance acceptable to Agent that the Loan Agreement and the requested increase in the Revolver Commitments provided for herein is permitted under and does not violate the Indenture or any other Material Contract. Upon the request of any Lender, Borrowers shall deliver a new or amended Revolver Note reflecting the new or increased Revolver Commitment without of each such Lender as of the consent Increase Effective Date. (h) By deleting Sections 3.2.1 and 3.2.2 of any Person, other than the Lenders Loan Agreement in their entireties and other Persons providing by substituting in lieu thereof the relevant increased Revolver Commitment, Agent and the Borrowers.following:

Increase in Revolver Commitments. (i) The Borrowers Loan Party Agent may request by written notice to the Agent elect to increase the Maximum Canadian Facility Amount then in effect (a “Canadian Revolver 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 Applicable Lender or by causing a Person reasonably acceptable to the Agent that at such time is not a Lender to become a Lender (an “Additional Lender”). Each such notice shall specify the proposed date (each, an “Increase Date”) for the effectiveness of the Revolver Commitment Increase, 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 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 Date; (ii) no Lender shall be obligated or have a right to participate in the Revolver Commitments Commitment Increase by increasing its Commitment; (iii) the Revolver Commitment Increase, to the extent arising from time the admission of an Additional Lender, shall be effected pursuant to time upon notice to one or more joinder agreements executed and delivered by the Borrowers and the Agent, as long as and each of which shall be in form and substance reasonably satisfactory to the Agent; (aiv) 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 is shall be in a minimum amount of $10,000,000 and is offered on 25,000,000 or, in the same terms as existing 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 than 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 respect effect Pro Rata among the U.S. Lenders (including any Additional Lenders who become U.S. Lenders as a result of fees specified by Borrowerssuch 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 (and the percentage of each Canadian Revolver Loan that each Participant must purchase a Canadian Revolver Loan participation in) shall be equal to such Canadian Lender’s (or 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 Participant’s) Pro Rata share of the amount of the increased U.S. Revolver Commitments. Notwithstanding the foregoing, in no event shall the aggregate amount of all Revolver Commitment Increases made under this Section 2.1.7 exceed $250,000,000, including the Dollar Equivalent of Canadian Revolver Commitment Increases. (b) total aggregate increases in the 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. The Agent shall promptly notify inform the Lenders of any request for a Revolver Commitment Increase made by 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 increaseLoan Party Agent. 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 consent of Borrower Agent, 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 date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(aclause (a) and above are not satisfied on the applicable Increase Date (b) are satisfied or waived by the Lenders providing such Revolver Commitment increase at such time and (ii) or, to the extent any portion of such conditions relate to an earlier date, such earlier date), the 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 Agent shall notify the Loan Party Agent in a manner satisfactory to all Lenders, Agent, Borrowerswriting that the requested Revolver Commitment Increase will not be effectuated. On the effective date of an increaseeach Increase Date, the Revolver Usage and other exposures under the Revolver Commitments Agent 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than notify the Lenders and other Persons providing the relevant increased Loan Party Agent, on or before 3:00 p.m., by telecopier, e-mail or telex, of the occurrence of the Revolver CommitmentCommitment Increase to be effected on such Increase Date, Agent the amount of Revolver Loans held by each Lender as a result thereof, the amount of the U.S. Revolver Commitment of each U.S. Lender (and the Borrowerspercentage of each U.S. Revolver Loan, if any, that each Participant must purchase a participation interest in) and the amount of the Canadian Revolver Commitment of each Canadian Lender (and the percentage of each Canadian Revolver Loan, if any, that each Participant must purchase a participation interest in) as a result thereof.

Increase in Revolver Commitments. The (a) U.S. Borrowers may request an increase in U.S. Revolver Commitments from time to time upon notice to Agent, as long as (a) 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, other than in respect of fees except for a closing fee specified by U.S. Borrowers, (b) total aggregate increases in the 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 U.S. Lenders of the requested increase and, within 5 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 and with the consent of Borrower Agentdiscretion, the increased U.S. Revolver Commitments among committing U.S. Lenders and, if necessary, Eligible Assignees. Total 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 lesser amount committed by U.S. Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided that (i) the conditions set forth in Section 6.2(a) and (b) are satisfied or waived by the Lenders providing such Revolver Commitment but no later than 45 days following U.S. Borrowers' increase at such time and (ii) to the extent any portion of the 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, request. Agent, U.S. Borrowers, and new and existing U.S. Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of U.S. Revolver Commitments. On the effective date of an increase, the U.S. Revolver Usage and other exposures under the U.S. Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if necessary, in accordance with Lenders’ ' adjusted shares of such U.S. Revolver Commitments. (b) Canadian Borrowers may request an increase in Canadian Revolver Commitments from time to time upon notice to Agent, as long as the requested increase is in a minimum amount of $5,000,000 and is offered on the same terms as existing Canadian Revolver Commitments, except for a closing fee specified by Canadian Borrowers. Agent shall promptly notify Canadian Lenders of the requested increase and, within 10 Business Days thereafter, each Canadian Lender shall notify Agent if and to what extent such Canadian Lender commits to increase its Canadian Revolver Commitment. Any Canadian Lender not responding within such period shall be deemed to have declined an increase. If Canadian Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Canadian Revolver Commitments and become Canadian Lenders hereunder. Agent may allocate, in its discretion, the increased Canadian Revolver Commitments among committing Canadian Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 are satisfied, total Canadian Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Canadian Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Canadian Borrowers’ increase request. Agent, Canadian Borrowers, and new and existing Canadian Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Canadian Revolver Commitments. Notwithstanding On the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), if the rate effective date of interestan increase, the Unused Line Fee or similar fee or interest rate applicable to Canadian Revolver Usage and other exposures under the increase in Canadian 57 Revolver Commitments exceeds the rate shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders' adjusted shares of interestsuch Canadian Revolver Commitments. (c) After giving effect to any increases under clauses (a) and (b) above, 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 aggregate Revolver Commitments or shall not exceed $300,000,000. (iid) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other No more than the Lenders 5 increases are made under clauses (a) and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers(b) above.

Increase in Revolver Commitments. The Borrowers Borrowers, through Borrower Agent, may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) such increase is approved by Agent in its Permitted Discretion and is subject to terms and conditions mutually agreed upon by Agent and Borrower Agent, (b) the requested increase is in a minimum amount of $10,000,000 25,000,000 (or such lesser amount which would, 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, other than in respect of fees except for a closing fee specified by Borrowers, (bc) total aggregate increases in the Revolver Commitments pursuant to under this Section do not collectively exceed $300,000,000, 75,000,000 thereof (as determined by Agent) in the aggregate and (c) no more than six (6) (or such greater number as shall be reasonably acceptable to Agent) such 4 increases are made, (d) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested during increase and (e) the term requested increase does not cause the Commitments to exceed 90% of this Agreementany applicable cap under any Subordinated Debt agreement or the Indenture (the “Accordion”). Agent shall promptly notify Lenders of the requested increase and, within 5 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 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 hereunderhereunder so as to bring the Revolver Commitment up to the amount requested by Borrower Agent. Agent may allocate, in its discretion and with the consent of Borrower Agentdiscretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Total If the full increase requested by Borrower’s Agent is not committed to by the Lenders after taking into account the participation of Eligible Assignees, then the Revolving Commitment nonetheless shall be increased to the extent 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 upon by Agent and Borrower Agent, provided that (i) the 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 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, 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, the all outstanding Revolver Usage Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent as if 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 the 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 or (ii) such rate of interest and/or fee shall be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the increased Revolver Commitment without the consent of any Person, other than the Lenders and other Persons providing the relevant increased Revolver Commitment, Agent and the Borrowers.