Common use of Increase in Revolving Commitment Clause in Contracts

Increase in Revolving Commitment. The Borrower shall have the right to request increases in the Aggregate Revolving Commitment by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the Aggregate Revolving Commitment shall not exceed One Billion Dollars ($1,000,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) if requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase in Revolving Commitment. The Borrower Revolving Commitment may be increased from time to time with the agreement of all Lenders; provided that (i) GRC shall have the right to request increases in the Aggregate Revolving Commitment by providing written notice delivered to the Administrative AgentTrustee an Opinion of Counsel, which notice shall be irrevocable once givendated as of the effective date of such proposed increase, to the effect that such increase will not adversely affect the conclusions set forth in any prior Opinion of Counsel as to the treatment of Investor Certificates for tax purposes; provided, however, that (ii) both before and after giving effect to such increase, no Actionable Event or Unmatured Actionable Event shall have occurred and be continuing; and (iii) the amount of Revolving Loans any Lender is obligated to make hereunder shall not be increased without the consent of such Lender. GRC shall give S&P notice of any such increases increase promptly after it shall become effective. (a) In the Aggregate event the Revolving Commitment shall is increased and one or more Lenders does not exceed One Billion Dollars ($1,000,000,000). Each such agree to an increase in the amount such Lender is obligated to loan hereunder by an amount equal to its Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects Percentage of the syndication of such increase in amount by which the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders Commitment is to be approached with respect to such increase and increased, then, on the allocations effective date of the increase in the Revolving Commitments among Commitment, (i) the Revolving Percentage of each such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any decreased so that the amount such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender obligated to loan hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject Commitment shall be equal to the following conditions precedent: (w) each amount such Lender was obligated to loan hereunder before the increase of the Administrative Agent, each Issuing Bank and Revolving Commitment plus the Swingline additional amount such Lender shall have consented thereto (such consent not has agreed to be unreasonably withheld or delayedobligated to loan hereunder (if any), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion the Revolving Percentage of counsel each other Lender shall be increased so that it is obligated to loan the Borrower and the Guarantor, and addressed increased amount that it has agreed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agentbe obligated to loan; and (iii) if requestedeach Lender whose Revolving Percentage is reduced shall sell, new Notes executed by the Borrowerand each Lender whose Revolving Percentage is increased shall purchase, payable outstanding Revolving Loans in an amount so that, after giving effect to any new Lenders such sales and replacement Notespurchases, if requested by any applicable Lender, executed by the Borrower, payable each Lender owns its Revolving Percentage (as adjusted pursuant to any existing Lenders increasing their Revolving Commitments, in the amount clause (i) or (ii) above) of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of Loan. With respect to the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments Loans purchased and sold pursuant to this Section 2.2 any 3.04, each selling Lender becoming a party hereto will retain the right to payment of interest accrued up to the effective date of the increase in the Revolving Commitment. Furthermore, each Lender whose Revolving Percentage is reduced pursuant to this Section 3.04 shall execute retain the right to receive unpaid accrued Commitment Fees up to the effective date of the increase in the Revolving Commitment calculated on the basis of such documents and agreements as the Administrative Agent may reasonably requestLender's Revolving Percentage prior to such effective date.

Increase in Revolving Commitment. The Borrower shall have Company may, at its option any time before the right Termination Date, on no more than three occasions, seek to request increases in increase the Aggregate Revolving Commitment by providing up to an aggregate amount not exceeding $75,000,000 (resulting in maximum Revolving Commitment of $175,000,000) upon written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to specify the amount of any such increases the Aggregate Revolving Commitment incremental increase (which shall not exceed One Billion Dollars (be less than $1,000,000,000). Each such increase in 10,000,000) sought by the Revolving Commitments must Company and shall be an aggregate minimum amount delivered at a time when no Unmatured Event of $25,000,000 Default or Event of Default has occurred and integral multiples of $5,000,000 in excess thereofis continuing. The Administrative Agent, in consultation with subject to the Borrower, shall manage all aspects consent of the syndication of such Company, which shall not be unreasonably withheld, may allocate the incremental increase (which may be declined by any Lender (including in its sole discretion) in the Revolving Commitments, including decisions as Commitment on either a ratable basis to the selection of the existing Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment banks or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed entities reasonably acceptable to the Administrative Agent and the Company which have expressed a desire to accept the increase in Revolving Commitment. The Administrative Agent will then notify each existing and potentially new Lender of such revised allocations of the Revolving Commitment, including the desired increase. No increase in the Revolving Commitment shall become effective until each of the existing or new Lenders covering extending such matters incremental Revolving Commitment and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Revolving Commitment increase, any such new Lender states its Revolving Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments. After giving effect to such increase in Revolving Commitment, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as reasonably requested by revised to reflect the increase in the Revolving Commitment. Upon any increase in Revolving Commitment pursuant to this Section, the Company shall pay Administrative Agent for the ratable benefit of only the Lenders (including any new Lender) whose Revolving Commitment are increased an upfront fee in an amount equal to what is mutually agreed to among the Company, the Lenders whose Revolving Commitments are increased and the Administrative Agent; and (iii) if requested, new Notes executed by . Administrative Agent will use its best efforts to arrange the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, increase in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitmentssought by Company but is under no obligation to consummate any such increase. In connection Company will cooperate with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestin such efforts.

Increase in Revolving Commitment. The Borrower shall have the right to request increases in the Aggregate Revolving Commitment by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the Aggregate Revolving Commitment shall not exceed One Billion Nine Hundred Million Dollars ($1,000,000,000900,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, Agent and each Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) if requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase in Revolving Commitment. The (a) Prior to the Revolving Termination Date, the Borrower shall have may request an increase to the right to request increases in Total Revolving Commitments (the Aggregate Revolving Commitment “Proposed Increase”) by providing written notice delivering to the Administrative AgentAgent a written notice of a proposed increase stating the date on which the proposed increase is to be effective (the “Increase Effective Date”), which notice provided that (i) each single Proposed Increase shall be irrevocable once given; providedin an amount equal to or greater than $25,000,000, however, that (ii) after giving effect to any such Proposed Increase, the number of increases made by the Aggregate Revolving Commitment Borrower pursuant to this Section 2.2(a) shall not exceed One Billion Dollars three, (iii) after giving effect to such Proposed Increase, the aggregate amount of all Proposed Increases requested pursuant to this Section 2.2(a) shall not exceed $1,000,000,000). Each such increase in 80,000,000, (iv) the Borrower has not given notice pursuant to Section 2.5 to reduce the amount of the Total Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects (v) each of the syndication of such increase conditions precedent set forth in the Revolving Commitments, including decisions Section 6.2 are satisfied as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations Increase Effective Date. (b) So long as each of the increase requirements sent forth in Section 2.2(a) are satisfied, the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Administrative Agent shall invite each Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new (it being understood that each Lender shall have the right but not the obligation to increase its Revolving Commitment, and any new Lender becoming a party to this Agreement Commitment in amounts determined by the Administrative Agent) in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party the Proposed Increase and may, if necessary to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on meet the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an full amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such LenderProposed Increase, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or invite any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance financial institution reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed to the Administrative Agent and the Borrower to become a Lender in connection with the Proposed Increase. Such financial institution shall enter into a joinder agreement, in form and substance reasonably satisfactory to the Administrative Agent, with the Borrower and the Administrative Agent and may, with the consent of the 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 the Administrative Agent, to join such financial institution as a Lender under this Agreement and the Loan Documents. (c) Each Proposed Increase shall increase the Total Revolving Commitments on the Increase Effective Date upon (i) entire amount of Approved Increase being committed to by Lenders covering as determined by the Administrative Agent and (ii) the Borrower executing and delivering such matters documents and instruments as may be reasonably requested by the Administrative Agent; and . (iiid) if requested, new Notes executed by To the Borrower, payable to extent any new Lenders and replacement Notes, if requested by any applicable Lender, executed by Letter of Credit or Swing Line Loan is outstanding when the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Total Revolving Commitments are increased pursuant to this Section 2.2 any Lender becoming a party hereto 2.2, each Lender’s risk participation in outstanding L/C Obligations and outstanding Swing Line Loans shall execute be adjusted based upon such documents Lender’s adjusted Revolving Percentage. (e) All references in this Agreement and agreements as the Administrative Agent may reasonably requestLoan Documents to Revolving Loans and Revolving Extensions of Credit shall be deemed, unless context otherwise requires, to include Revolving Loans and Revolving Extensions of Credit made pursuant to this Section 2.2, which shall benefit equally and ratably from the guarantees and Liens created by the Loan Documents.

Increase in Revolving Commitment. The At any time prior to the Maturity Date, Borrower may, at its option and subject to the conditions set forth below in this §2.8, from time to time request that Agent increase the aggregate Revolving Commitments by (i) admitting additional Lenders hereunder (each a “Subsequent Lender”) and/or (ii) increasing the Revolving Commitment of any Lender (each an “Increasing Lender”) subject to the following conditions: (a) each Subsequent Lender shall meet the conditions for an Eligible Assignee and be subject to the approval of Agent, LC Issuer and Swing Line Lender; (b) if requested by the applicable Lender, Borrower executes new Revolving Notes payable to the order of each Subsequent Lender, or a new or replacement Revolving Note payable to the order of each Increasing Lender; (i) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder, (ii) each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Revolving Commitment, (iii) each Subsequent Lender or Increasing Lender shall contemporaneously agree to (A) purchase a portion of the Outstanding Term Loans from other Lenders or increase its Outstanding Term Loan such that each Lender under this Agreement shall have an identical Percentage of the right to request increases Revolving Commitment, the Revolving Loans and the Term Loans, and (B) purchase a portion of the commitments and outstanding loans from other Lenders or increase its commitment and loans under the MGP/UPS Credit Facility such that each Subsequent Lender and Increasing Lender shall have an identical Percentage hereunder and “Commitment Percentage” (as defined in the Aggregate Revolving Commitment by providing written notice to MGP/UPS Credit Facility) under the Administrative Agent, which notice MGP/UPS Credit Facility; (d) Borrower and Agent shall be irrevocable once given; provided, however, that after giving effect to any such increases the Aggregate Revolving Commitment shall not exceed One Billion Dollars ($1,000,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects have executed new Security Documents and/or modifications of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions Security Documents and other institutional lenders Loan Documents to be approached with respect to such increase and the allocations of reflect the increase in the Revolving Commitments among such existing Lenders and/or and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement taxes imposed in connection with any the recording of such requested modifications of the Security Documents or increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case Revolving Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of an existing Lender, increases its Revolving CommitmentAgent are and remain first priority Liens; (e) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) admission of any outstanding Subsequent Lender or the increase in the Revolving Commitment of any Increasing Lender: (i) the sum of all Revolving Commitments does not exceed $180,000,000, (ii) each Lender under this Agreement shall have (A) an identical Percentage of the Revolving Commitment, the Revolving Loans and the Term Loans, by making available and (B) an identical “Percentage” hereunder and “Commitment Percentage” (as defined in the MGP/UPS Credit Facility) under the MGP/UPS Credit Facility, and (iii) the Borrower, Agent and Lenders shall make assignments and assumptions of the Outstanding Revolving Loans (but not any interest accrued thereon prior to such increase), including the Administrative Agent for borrowing of additional Revolving Loans and/or repayment of outstanding Revolving Loans, and each Lender shall assign and assume (or shall be deemed to have assigned and assumed) a portion of the account of Outstanding Term Loans to or from such other Lenders, as may be necessary to effect the foregoing; (f) each increase in same day funds, an the total Revolving Commitments shall be approved by the Agent and shall be in the amount equal to the sum of at least $10,000,000; (Ag) the portion all of the outstanding principal amount representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as of the effective date of the increase in the total Revolving Commitment (or if such Loans representations and warranties by their terms relate solely to be purchased by such Lenderan earlier date, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and then as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: earlier date); (w) each of the Administrative Agent, each Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (xh) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made exists or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: would result therefrom; (i) if no Lender, including, but not previously limited to Regions, shall be an Increasing Lender without the written consent of such Lender, and shall be subject to the approval of Agent, LC Issuer and Swing Line Lender; (j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Administrative Revolving Commitment increase, with the covenants contained in §9; and (k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Revolving Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), copies certified by a Qualified Officer of expenses and costs in connection with the foregoing and Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) if requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection After adding the Revolving Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Percentage under Schedule 1.1 and allocated portion of the Outstanding Revolving Loans and Outstanding Term Loans will change in accordance with its pro rata share of the increased Revolving Commitments). Unless and until the total Revolving Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any increase in disbursement beyond the aggregate amount of the Revolving Commitments pursuant in effect immediately prior to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestproposed increase.

Increase in Revolving Commitment. The Borrower shall have Company may, at its option any time before the right Termination Date, on no more than three occasions, seek to request increases in increase the Aggregate Revolving Commitment by providing up to an aggregate amount not exceeding $50,000,000 (resulting in maximum Revolving Commitment of $150,000,000) upon written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to specify the amount of any such increases the Aggregate Revolving Commitment incremental increase (which shall not exceed One Billion Dollars (be less than $1,000,000,000). Each such increase in 10,000,000) sought by the Revolving Commitments must Company and shall be an aggregate minimum amount delivered at a time when no Unmatured Event of $25,000,000 Default or Event of Default has occurred and integral multiples of $5,000,000 in excess thereofis continuing. The Administrative Agent, in consultation with subject to the Borrower, shall manage all aspects consent of the syndication of such Company, which shall not be unreasonably withheld, may allocate the incremental increase (which may be declined by any Lender (including in its sole discretion)) in the Revolving Commitments, including decisions as Commitment on either a ratable basis to the selection of the existing Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment banks or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed entities reasonably acceptable to the Administrative Agent and the Company which have expressed a desire to accept the increase in Revolving Commitment. The Administrative Agent will then notify each existing and potentially new Lender of such revised allocations of the Revolving Commitment, including the desired increase. No increase in the Revolving Commitment shall become effective until each of the existing or new Lenders covering extending such matters incremental Revolving Commitment and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Revolving Commitment increase, any such new Lender states its Revolving Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments. After giving effect to such increase in Revolving Commitment, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as reasonably requested by revised to reflect the increase in the Revolving Commitment. Upon any increase in Revolving Commitment pursuant to this Section, the Company shall pay Administrative Agent for the ratable benefit of only the Lenders (including any new Lender) whose Revolving Commitment are increased an upfront fee in an amount equal to what is mutually agreed to among the Company, the Lenders whose Revolving Commitments are increased and the Administrative Agent; and (iii) if requested, new Notes executed by . Administrative Agent will use its best efforts to arrange the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, increase in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitmentssought by Company but is under no obligation to consummate any such increase. In connection Company will cooperate with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestin such efforts.

Increase in Revolving Commitment. The Borrower shall have Company may, at its option at any time and from time to time before the right Termination Date, on no more than three occasions, seek to request increases in increase the Aggregate Commitments by up to an aggregate amount not exceeding $50,000,000 (resulting in maximum Revolving Commitment by providing of $180,000,000) upon written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to specify the amount of any such increases the Aggregate Revolving Commitment incremental increase (which shall not exceed One Billion Dollars (be less than $1,000,000,000). Each such increase in the Revolving Commitments must 5,000,000) and shall be an aggregate minimum amount delivered at a time when no Unmatured Event of $25,000,000 Default or Event of Default has occurred and integral multiples of $5,000,000 in excess thereofis continuing. The Administrative Agent, in consultation with subject to the Borrower, shall manage all aspects consent of the syndication of such Company, which shall not be unreasonably withheld, may allocate the incremental increase (which may be declined by any Lender in its sole discretion) in the Revolving Commitments, including decisions as Commitment on either a ratable basis to the selection of the existing Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment banks or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed entities reasonably acceptable to the Administrative Agent and the Company which have expressed a desire to accept the increase in Revolving Commitment. The Administrative Agent will then notify each existing and potentially new Lender of such revised allocations of the Revolving Commitment, including the desired increase. No increase in the Revolving Commitment shall become effective until each of the existing or new Lenders covering extending such matters incremental Revolving Commitment and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Revolving Commitment increase, any such new Lender states its Revolving Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments, as well as the delivery of such other documents (including, if reasonably necessary, date downs to any title insurance policies), notes, and agreements as may be reasonably requested by Administrative Agent each in form and substance reasonably acceptable to Administrative Agent. After giving effect to such increase in Revolving Commitment, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to accommodate the increase in the Revolving Commitment. Upon any increase in Revolving Commitment pursuant to this Section, the Company shall pay Administrative Agent for the ratable benefit of only the Lenders (including any new Lender) whose Revolving Commitment are increased an upfront fee equal in an amount equal to what is mutually agreed to among the Company, the Lenders whose Revolving Commitments are increased and the Administrative Agent; and (iii) if requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase in Revolving Commitment. The Borrower shall have the right to request increases in the Aggregate Revolving Commitment by providing written notice Subject to the Administrative Agentterms and conditions of this Agreement, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the Aggregate Revolving Commitment shall not exceed One Billion Dollars ($1,000,000,000). Each such Borrowers may request an increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Domestic Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party of up to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on $10,000,000 (the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed"Uncommitted Accordion Amount"), but only so long as (xa) no Default or Event of Default shall be exists, (b) the requested increase is in existence a minimum amount of $5,000,000 and is offered on the effective date same terms as the existing Domestic Revolving Commitment but subject to such additional fees required by Lender at such time, (c) increases under this Section 2.3 do not exceed the Uncommitted Accordion Amount in the aggregate and no more than two (2) increases are made, (d) no reduction in Commitments pursuant to Section 2.4 has occurred prior to the requested increase and (e) any and all other conditions required by Lender in its discretion to increase the Domestic Revolving Commitment are satisfied, including Lender's receipt of (1) internal credit approval for any such increase, (y2) a consent and reaffirmation of guarantors from the representations Guarantors, (3) a certification from Borrowers that the conditions specified in Sections 3.1 and warranties made or deemed made by 3.2 of the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall Credit Agreement are and will be true and correct on the effective date of such increase except satisfied after giving effect to the extent that increase, (4) amended and restated Notes or allonges to the existing Notes, (5) all such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each legal opinions of the followingLoan Parties' counsel as Lender may require, (6) evidence in form and substance satisfactory to Lender that such increase is permitted by the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer terms of the Borrower documents evidencing all Subordinated Debt, or the written consent of (A) all partnership or other necessary action taken by the Borrower to authorize such increase holders of Subordinated Debt, as applicable, has been obtained, and (B7) all corporate or such other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantordocuments, certificates, and addressed agreements as Lender may require. Lender is under no obligation to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) if requested, new Notes executed by the Borrower, payable to provide Borrowers with all or any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of each such Lender’s Revolving Commitment at the time part of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with Uncommitted Accordion Amount, and any increase in the aggregate Revolving Commitment shall be approved by Lender in its discretion. Subject to the immediately preceding sentence and provided the conditions set forth in Section 3.2 are satisfied, the Domestic Revolving Commitment shall be increased by the requested amount of the Revolving Commitments pursuant to this Section 2.2 any on a date agreed upon by Lender becoming a party hereto and Borrower Agent. Lender and Borrowers shall execute and deliver such documents and agreements as Lender deems appropriate to evidence the Administrative Agent may reasonably requestincrease in the Revolving Commitments.

Increase in Revolving Commitment. The Borrower shall have the right to request increases in the Aggregate Revolving Commitment by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the Aggregate Revolving Commitment shall not exceed One Billion Eight Hundred Twenty-Five Million Dollars ($1,000,000,000825,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Agent and the Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) if requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase in Revolving Commitment. The Borrower If no Event of Default shall have occurred and be continuing at such time, the right Borrowers may, if they so elect, increase the Revolving Commitment, either by designating a Person not theretofore a Lender and acceptable to request increases the Administrative Agent to become a Lender or by agreeing with an existing Lender that such Lender’s Revolving Loan Commitment shall be increased. Upon execution and delivery by the Borrowers and such Lender or other Person of an instrument of assumption in form and amount reasonably satisfactory to the Aggregate Administrative Agent, such existing Lender shall have a Revolving Loan Commitment by providing as therein set forth or such other Person shall become a Lender with a Revolving Loan Commitment as therein set forth and all the rights and obligations of the Lender with such a Revolving Loan Commitment hereunder; provided that (i) the Borrowers shall provide not less than 15 days written notice of such increase to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases promptly notify the Aggregate Revolving Commitment shall not exceed One Billion Dollars ($1,000,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (Bii) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaideach such increase which is effective on any day shall be at least $5,000,000, plus (Ciii) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Issuing Bank and the Swingline Lender Commitment shall have consented thereto (such consent not to be unreasonably withheld or delayed)at no time exceed $70,000,000, (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (ziv) the Administrative Agent shall have received each of the followingconsented in writing, (v) not more than 2 Revolving Commitment increases may be issued in form and substance satisfactory to the Administrative Agent: any calendar year, (ivi) if not previously delivered to the Administrative Agent, copies certified by no Lender may have a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase greater Pro Rata Share than LaSalle’s Pro Rata Share and (Bvii) all corporate a Person becoming a Lender with a Revolving Loan Commitment or other necessary action taken a Lender increasing its Revolving Loan Commitment, as appropriate, shall have received any required customary closing conditions, including, without limitation, a Borrower’s authorizing resolutions and opinions of counsel. Any request received by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed to the Administrative Agent from the Borrowers to increase the Revolving Commitment shall be delivered to each Lender and shall be implemented by one or more existing Lenders agreeing to increase their Revolving Loan Commitments or by a Person agreeing to become a Lender with a Revolving Loan Commitment; provided that no Lender shall have any obligation to increase its Revolving Loan Commitment but each Lender shall have the Lenders covering such matters right to elect to increase its Revolving Loan Commitment in its sole discretion pro rata with any other one or more Persons agreeing to become a Lender hereunder or by any combination of the foregoing, as reasonably requested determined by the Administrative Agent; and (iii) if requested, new Notes executed by Agent in consultation with the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable Company. An increase in the aggregate amount Revolving Commitment and any amendments to the Credit Agreement to evidence such increase shall not require the consent of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.2 any Lender becoming a party hereto shall execute not participating in such documents and agreements as the Administrative Agent may reasonably requestincrease.

Increase in Revolving Commitment. The Borrower shall have the right to request increases in the Aggregate Revolving Commitment by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the Aggregate Revolving Commitment shall not exceed One Billion Five Hundred Million Dollars ($1,000,000,000500,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Agent and the Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) if requested, new Notes executed by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

Increase in Revolving Commitment. The Borrower shall have Company may, at its option any time before the right Termination Date, on no more than three occasions, seek to request increases in increase the Aggregate Revolving Commitment by providing up to an aggregate amount not exceeding $50,000,000 (resulting in maximum Revolving Commitment of $200,000,000) upon written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to specify the amount of any such increases the Aggregate Revolving Commitment incremental increase (which shall not exceed One Billion Dollars (be less than $1,000,000,000). Each such increase in 10,000,000) sought by the Revolving Commitments must Company and shall be an aggregate minimum amount delivered at a time when no Unmatured Event of $25,000,000 Default or Event of Default has occurred and integral multiples of $5,000,000 in excess thereofis continuing. The Administrative Agent, in consultation with subject to the Borrower, shall manage all aspects consent of the syndication of such Company, which shall not be unreasonably withheld, may allocate the incremental increase (which may be declined by any Lender (including in its sole discretion)) in the Revolving Commitments, including decisions as Commitment on either a ratable basis to the selection of the existing Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment banks or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.6 that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 4.4 as a result of the prepayment of any such Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) each of the Administrative Agent, each Issuing Bank and the Swingline Lender shall have consented thereto (such consent not to be unreasonably withheld or delayed), (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Qualified Officer of the Borrower of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantor, and addressed entities reasonably acceptable to the Administrative Agent and the Company which have expressed a desire to accept the increase in Revolving Commitment. The Administrative Agent will then notify each existing and potentially new Lender of such revised allocations of the Revolving Commitment, including the desired increase. No increase in the Revolving Commitment shall become effective until each of the existing or new Lenders covering extending such matters incremental Revolving Commitment and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Revolving Commitment increase, any such new Lender states its Revolving Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments. After giving effect to such increase in Revolving Commitment, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as reasonably requested by revised to reflect the increase in the Revolving Commitment. Upon any increase in Revolving Commitment pursuant to this Section, the Company shall pay Administrative Agent for the ratable benefit of only the Lenders (including any new Lender) whose Revolving Commitment are increased an upfront fee in an amount equal to what is mutually agreed to among the Company, the Lenders whose Revolving Commitments are increased and the Administrative Agent; and (iii) if requested, new Notes executed by . Administrative Agent will use its best efforts to arrange the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, increase in the amount of each such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitmentssought by Company but is under no obligation to consummate any such increase. In connection Company will cooperate with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably requestin such efforts.