Common use of Increase in Revolving Commitments Clause in Contracts

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Commitments. (a) The Borrower maymay on one or more occasions during the Availability Period request, by written notice to the Administrative Agent from time Agent, the establishment of Incremental Revolving Commitments to timebe provided by Incremental Lenders and in connection therewith cause additional Swingline Commitments to be provided by such Incremental Lenders (not exceeding, request that in the total Revolving Commitment be aggregate for all such new or increased by an Swingline Commitments, the aggregate amount not to exceed of such Incremental Commitments); provided, however, that (i) the amount of each Incremental Facility shall be no less than $75,000,000 and (ii) the aggregate amount of all the Incremental Revolving Facility Amount at Commitments established hereunder shall not exceed $500,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase specify (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amounti) and the date on which such increase is requested to become effective (the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days nor more than 60 days (or such shorter period as may be agreed to by the Administrative Agent) after the date of on which such notice and which, in any event, must be prior is delivered to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after and (ii) the date amount of the Administrative Agent’s notice, either agree Incremental Revolving Commitments being requested (it being agreed that (A) any Lender approached to increase its provide any Incremental Revolving Commitment by all may elect or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline decline, in its sole discretion, to increase its provide such Incremental Revolving Commitment and (and B) any Revolving Person other than an existing Lender that does not deliver such a notice within such period of 10 days shall be deemed the Borrower proposes to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by become an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Incremental Lender shall be subject to the prior written approval of the Administrative Agent, Agent and the Swingline Lender and the Issuing Bank Lenders (which approvals approval shall not be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Commitments. On the First Amendment Effective Date, (ai) The Borrower may, by written notice each of the existing Revolving Credit Lenders shall assign to the Administrative Agent New Revolving Credit Lender, and the New Revolving Credit Lender shall purchase from time each of the existing Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans and participations in L/C Borrowings (if any) outstanding on the First Amendment Effective Date as shall be necessary in order that, after giving effect to timeall such assignments and purchases, request such Revolving Credit Loans and participations in L/C Borrowings will be held by existing Revolving Credit Lenders and the New Revolving Credit Lender ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of the New Revolving Credit Commitment to the Revolving Credit Commitments, (ii) the New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Revolving Credit Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (iii) the New Revolving Credit Lender shall become a Revolving Credit Lender with respect to the New Revolving Credit Commitment and all matters relating thereto. By its execution of this Amendment, the New Revolving Credit Lender hereby confirms and agrees that, on and after the First Amendment Effective Date, (i) it shall be and become a party to the Amended Credit Agreement (as defined below) as a Revolving Credit Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Revolving Credit Lender thereunder with the Revolving Credit Commitment applicable to such New Revolving Credit Lender identified on Schedule 2.01 attached hereto and (ii) it shall be and become a party to the Amended Credit Agreement (as defined below) as an L/C Issuer, and shall have all of the rights and be obligated to perform all of the obligations of an L/C Issuer thereunder with the L/C Commitment applicable to such New Revolving Credit Lender identified on Schedule 2.03 attached hereto. The New Revolving Credit Lender further (i) acknowledges that it has received a copy of the total Credit Agreement and the schedules and exhibits thereto and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Amendment and extend its Revolving Credit Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by and L/C Commitment, (ii) acknowledges that it has independently and without reliance upon the Administrative Agent, the Administrative Agent shall deliver a copy thereof any other L/C Issuer, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 enter into this Amendment and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice a Lender and which, in any event, must be prior to the Revolving Credit Maturity Date)an L/C Issuer, and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall(iii) agrees that it will, by notice to the Borrower independently and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of without reliance upon the Administrative Agent, any other L/C Issuer or any other Lender, and based on such documents and information as it shall deem appropriate at the Swingline Lender time, continue to make its own credit and legal decisions in taking or not taking action under the Amended Credit Agreement and the Issuing Bank (which approvals shall not other Loan Documents. Upon the First Amendment Effective Date, the Revolving Credit Commitment of each Revolving Credit Lender will be unreasonably withheld or delayed), as set forth on Schedule 2.01 attached hereto as Annex A and the Borrower and L/C Commitment of each Augmenting Revolving Lender shall execute all such documentation L/C Issuer will be as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status set forth on Schedule 2.03 attached hereto as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.Annex B.

Increase in Revolving Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent (which shall promptly deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity DateLenders), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested executed by the Borrower, such Borrower may arrange for Company and one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting Revolving "Increasing Lender”"), which may include any Lender, to extend cause Revolving Commitments to be extended by the Increasing Lenders (or increase their existing cause the Revolving Commitments of the Increasing Lenders to be increased, as the case may be) in an amount not less than $5,000,000 and in an aggregate amount equal to the unsubscribed amount; that is an integral multiple of $1,000,000 for each Increasing Lender set forth in such notice, provided, however, that (a) the aggregate amount of all new Revolving Commitments and increases in existing Revolving Commitments pursuant to this paragraph during the term of this Agreement shall in no event exceed $25,000,000, (b) each Augmenting Revolving Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank Agent (which approvals approval shall not be unreasonably withheld or delayed)withheld) and (c) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Borrower Company (an "Accession Agreement"). New Revolving Commitments and each Augmenting increases in Revolving Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall execute thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such documentation Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Revolving Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Revolving Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Revolving Commitments (or in the Revolving Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Administrative Agent shall reasonably specify have received a certificate, dated as of the effective date of such increase and executed by a Financial Officer of the Company, to evidence its the effect that the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase). Following any extension of a new Revolving Commitment and/or its status as or increase of a Lender's Revolving Lender hereunderCommitment pursuant to this Section 2.18, Any any Revolving Loans outstanding prior to the effectiveness of such extension or increase may shall continue outstanding until the ends of the respective Interest Periods applicable thereto, and shall then be repaid or refinanced with new Revolving Loans made in an amount that is less than the increase requested by the Borrower if such Borrower is unable pursuant to arrange for, or chooses not to arrange for, Augmenting Revolving LendersSection 2.01.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right at any time and from time to time on not more than 2 different occasions during the period from the Effective Date to but excluding the Revolving Termination Date to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $200,000,000 less the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.11. Each such increase in the Revolving Commitments must be in the aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 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, such Lenders to be mutually agreed upon by the Administrative Agent and the Borrower and any approval of a Lender suggested by one shall not be unreasonably withheld, conditioned or delayed by the other. No Revolving 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 Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.3.(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary (or other individual performing similar functions) of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and each Augmenting the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving 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 2.14. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (ai) The At any time prior to the Maturity Date, the Borrower maymay effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a “Commitment Increase”), by written notice designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after Issuing Lenders) that at the date of such notice and whichtime agree, in the case of any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving such bank or financial institution that is an existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Revolving Additional Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting Revolving Lender such Commitment Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Commitment Increases shall not exceed $200,000,000, and (C) all Revolving Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the increases in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this clause (c) to the Administrative Agent and the Lenders. This Section 2.1(c) shall not be construed to create any obligation on any of the Administrative Agent, Agent or any of the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld Lenders to advance or delayed), and to commit to advance any credit to the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable or to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Revolving Lenderscommit to advance any credit to the Borrower.

Increase in Revolving Commitments. (a) The Borrower Borrowing Agent may, by written notice to the Administrative Agent from time to time, request that the total Revolving Commitment Commitments be increased by an aggregate amount not to exceed the Incremental Revolving Facility Advance Amount at such time. Upon the receipt approval of such request by the Administrative Agent (which approval shall be in the Agent’s Permitted Discretion), the Administrative Agent shall deliver a copy thereof to each Lender with a Revolving LenderCommitment. Such notice shall set forth the amount of the requested increase in the aggregate Revolving Commitments (which shall be in minimum aggregate increments of $500,000 5,000,000 and a minimum aggregate amount of $2,500,000 10,000,000 or equal to the remaining Incremental Revolving Facility Advance Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such notice and which, in any event, must be on or prior to the termination of the Revolving Credit Maturity DateCommitments in accordance with the terms of this Agreement), and shall offer each Revolving such Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Percentage of the proposed increased amount. Each Revolving such Lender shall, by notice to the Borrower Borrowing Agent and the Administrative Agent given not more than 10 days ten (10) Business Days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving such Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving such Lender that does not deliver such a notice within such period of 10 days ten (10) Business Days shall be deemed to have declined to increase its Revolving Commitment) (), each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event that, on the 10th day tenth (10th) Business Day after the Administrative day the Agent shall have has delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the aggregate Revolving Commitments requested by the BorrowerBorrowing Agent, such Borrower the Borrowing Agent may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Revolving Lender, if not already a Lender with a Revolving Commitment hereunder, shall be subject to the prior written approval of the Administrative Agent (which approval shall be in the Agent’s Permitted Discretion) and the Borrowing Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Lender Commitment hereunder, . Any such increase in the aggregate Revolving Commitments may be made in an amount that which is less than the increase requested by the Borrower Borrowing Agent if such Borrower the Borrowing Agent is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent may at any time and from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be time prior to the Maturity Date at its sole cost, expense and effort, request any one or more of the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Lenders having a Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any the decision to increase the Revolving Commitment of a Revolving Lender that does not deliver to be within the sole and absolute discretion of such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include or any Lender, other Person reasonably satisfactory to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)to provide a new Revolving Commitment, by submitting, upon 30 days’ prior written notice, to the Administrative Agent, the Swingline Lender and the Issuing Bank an Increase Supplement duly executed by the Borrower and each Augmenting such Revolving Lender shall execute or other Person, as the case may be. If such Increase Supplement is in all such documentation as respects reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Bank, the Administrative Agent shall reasonably specify execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to evidence the Borrower and each such Revolving Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, the Swingline Lender and the Issuing Bank, (i) in the case of each such Revolving Lender (an “Increasing Lender”), its Revolving Commitment and/or its status as shall be increased to the amount set forth in such Increase Supplement, (ii) in the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Revolving Lender hereunder, Any under the Loan Documents and its Revolving Commitment shall be as set forth in such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.Increase Supplement; provided that:

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $30,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such request to each Revolving Lender. Such notice The Borrower shall set forth in each such request the amount of the requested increase in the Total Revolving Commitment (which amount shall be in minimum increments of $500,000 10,000,000 and a minimum amount of at least $2,500,000 or equal to the remaining Incremental Revolving Facility Amount10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving such Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphas set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend commit to making Revolving Commitments or increase their existing Loans pursuant to a Revolving Commitments Commitment hereunder in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)no less than $10,000,000, and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Lender Commitment hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.02, the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.02(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 3.02, but otherwise without premium or penalty.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from At any time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date, the Parent may effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a “Revolving Facility Increase”), by designating either one or more of the existing Revolving Lenders (each of which, in its sole discretion, may determine whether and shall offer each to what degree to participate in such Revolving Facility Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent, the Issuing Lenders and the Swingline Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Additional Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting such Revolving Lender Facility Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Revolving Facility Increases shall not exceed $250,000,000, and (C) except as otherwise provided below, all Revolving Commitments and Revolving Advances provided pursuant to a Revolving Facility Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the increases in the Revolving Commitments of the Increasing Revolving Lenders plus the Revolving Commitments of the Additional Revolving Lenders upon giving effect to a Revolving Facility Increase shall not, in the aggregate, exceed the amount of such Revolving Facility Increase. The Parent shall provide prompt notice of any proposed Revolving Facility Increase pursuant to this clause (d)(i) to the Administrative Agent and the Lenders. This Section 2.1(d)(i) shall not be construed to create any obligation on any of the Administrative Agent, Agent or any of the Swingline Lender and Lenders to advance or to commit to advance any credit to the Issuing Bank (which approvals shall not be unreasonably withheld Borrowers or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Revolving Lenderscommit to advance any credit to the Borrowers.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time after the Closing Date request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or 10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Closing Date (together with the amount of Term Commitment Increases effected pursuant to Section 2.15) shall not exceed an amount equal to the remaining Incremental Revolving Facility Amountsum of (x) and $175,000,000 plus (y) such additional amounts as would not cause the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after Consolidated First Lien Secured Leverage Ratio as of the date of such notice and which, in any event, must be most recently completed Reference Period prior to the incurrence of such additional Indebtedness to exceed 2.75:1.00 on a Pro Forma Basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Revolving Credit Maturity DateCommitment Increases and all simultaneous Term Commitment Increases not utilizing the amounts in clause (x) or in proviso (ii)(x) of Section 2.15(a) below) and any other transaction in connection therewith (including any acquisition, disposition and/or incurrence or repayment of other Indebtedness); provided that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x). The Borrower may request additional Revolving Credit Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignees shall become Revolving Credit Lenders hereunder. Schedule 2.01 shall be modified accordingly for all such new Revolving Credit Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the Borrower shall not be obligated to offer each Revolving any existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease.

Increase in Revolving Commitments. (a) The Borrower may, Borrowers shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $200,000,000.00. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof or in such other amounts as approved by Administrative Agent in its sole discretion. The Administrative Agent, in consultation with the Borrowers, 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 Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of the Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) 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 Revolving Loans. The Borrowers shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 Borrowers and each other Loan Party in any Loan Document to which any of them is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all partnership and/or member, or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate or other necessary action taken by the Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrowers and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)Guarantor, and addressed to the Borrower Administrative Agent and each Augmenting the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrowers, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrowers, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving 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 2.19 any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time (which shall promptly deliver a copy to timeeach of the Lenders), request that the total Revolving Commitment Commitments be increased; provided that the total Revolving Commitments shall not be increased by an aggregate amount not more than $250,000,000 during the term of this Agreement pursuant to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lenderthis Section. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental total Revolving Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor or more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Datenotice), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Applicable Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the total Revolving Commitments requested by the Borrower, such the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Revolving Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, each Issuing Bank and the Swingline Lender and the Issuing Bank (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the total Revolving Commitments may be made in an amount that which is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases shall not exceed $100,000,000.00 (i.e. after giving effect to any such increases, the aggregate amount of Revolving Commitments shall not exceed $350,000,000.00). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000.00 and integral multiples of $5,000,000.00 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 then-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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase; (ii) an opinion of counsel to the Borrower addressed to the Administrative Agent and the Issuing Bank Lenders, covering such matters as reasonably requested by the Administrative Agent; and (which approvals iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lxxxxx’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 2.17, any Lender becoming a party hereto shall not be unreasonably withheld or delayed), (1) execute such documents and the Borrower and each Augmenting Revolving Lender shall execute all such documentation agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall reasonably specify be necessary for the Administrative Agent to evidence its comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment and/or its status as a shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) intentionally omitted, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Lender hereunderLoan Termination Date, Any such increase may be made in an amount that is less than and (z) have terms identical to the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting existing Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Subject to the conditions set forth below in this Section, the Borrower may, shall have the right to increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $800,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof, or such other amounts as Administrative Agent may approve from time to time. 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 Pro Rata Share (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders pursuant to Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (x) no Default or Event of Default shall exist, (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 or correct in all material respects 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 accurate in all material respects 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and each Augmenting the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of 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 2.18 any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower maymay on one or more occasions during the Availability Period request, by written notice to the Administrative Agent from time Agent, the establishment of Incremental Revolving Commitments to timebe provided by Incremental Lenders and in connection therewith cause additional Swingline Commitments or LC Commitments to be provided by such Incremental Lenders (not exceeding, request that in the total Revolving Commitment be aggregate for all such new or increased by an Swingline Commitments or LC Commitments, the aggregate amount not to exceed of such Incremental Commitments); provided, however, that (i) the amount of each Incremental Facility shall be no less than $25,000,000 and (ii) the aggregate amount of all the Incremental Revolving Facility Amount at Commitments established hereunder shall not exceed $425,000,000. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase specify (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amounti) and the date on which such increase is requested to become effective (the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days nor more than 60 days (or such shorter period as may be agreed to by the Administrative Agent) after the date of on which such notice and which, in any event, must be prior is delivered to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after and (ii) the date amount of the Administrative Agent’s notice, either agree Incremental Revolving Commitments being requested (it being agreed that (A) any Lender approached to increase its provide any Incremental Revolving Commitment by all may elect or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline decline, in its sole discretion, to increase its provide such Incremental Revolving Commitment and (and B) any Revolving Person other than an existing Lender that does not deliver such a notice within such period of 10 days shall be deemed the Borrower proposes to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by become an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Incremental Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender Lenders and the Issuing Bank Banks (which approvals approval shall not be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders).

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases shall not exceed $40,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000.00 and integral multiples of $5,000,000.00 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any NAI-1501018941v4 outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and each Augmenting the Guarantors addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Lender shall execute all Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such documentation Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments, (iv) such duly executed modifications of the existing Mortgages as are necessary or appropriate to reflect that the aggregate Revolving Commitment has increased, and (v) if a Trigger Event has occurred, a commitment from the appropriate title insurance company to issue such endorsements as the Administrative Agent may deem appropriate in connection with the modified Mortgages. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably specify request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment and/or its status as a Revolving Lender hereundershall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, Any such increase may (x) be made in an amount that is less than the increase requested secured by the Borrower if such Borrower is unable Collateral, and guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Loan Termination Date and (z) have terms identical to arrange for, or chooses not to arrange for, Augmenting the existing Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request (each such request, a “Commitment Increase Request”) that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $250,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by Commitment Increase Request and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such Commitment Increase Request to each Revolving Lender. Such notice The Borrower shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount25,000,000 and in minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 15 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 20 days after the date of delivery by the Administrative AgentAgent of the Borrower’s noticeCommitment Increase Request, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any such Revolving Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In If at the event thatend of the 20 day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Revolving Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if such Increasing Lenders offer to increase their Revolving Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Revolving Facility Percentage. If, on the 10th 25th day after the Administrative Agent shall have delivered a notice pursuant to copy of a request by the second sentence of this paragraphBorrower as set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment so requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend commit to making Revolving Commitments or increase their existing Loans pursuant to a Revolving Commitments Commitment hereunder in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)no less than $10,000,000, and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its such Augmenting Lender’s Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.02(b), the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Revolving Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.02(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 3.02, but otherwise without premium or penalty; provided, however, that the Administrative Agent, in exercising its discretion to take the actions permitted under this Section 2.02(b), shall use its commercially reasonable efforts to minimize the liability of the Borrower arising under Section 3.02.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from At any time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date, the Borrower may effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a “Revolving Facility Increase”), by designating either one or more of the existing Revolving Lenders (each of which, in its sole discretion, may determine whether and shall offer each to what degree to participate in such Revolving Facility Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent, the Issuing Lenders and the Swingline Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Additional Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting such Revolving Lender Facility Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Revolving Facility Increases since the Closing Date shall not exceed $250,000,000, and (C) except as otherwise provided below, all Revolving Commitments and Revolving Advances provided pursuant to a Revolving Facility Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the increases in the Revolving Commitments of the Increasing Revolving Lenders plus the Revolving Commitments of the Additional Revolving Lenders upon giving effect to a Revolving Facility Increase shall not, in the aggregate, exceed the amount of such Revolving Facility Increase. The Borrower shall provide prompt notice of any proposed Revolving Facility Increase pursuant to this clause (e)(i) to the Administrative Agent and the Lenders. This Section 2.1(e)(i) shall not be construed to create any obligation on any of the Administrative Agent, Agent or any of the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld Lenders to advance or delayed), and to commit to advance any credit to the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable or to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Revolving Lenderscommit to advance any credit to the Borrower.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $250,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $10,000,000 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, 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) 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 Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 in all material respects (except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct without qualification) on the effective date of such increase except to the extent (1) 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 in all material respects (except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct without qualification) on and as of such earlier date) and (2) of 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 the Swingline Lender Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and each Augmenting the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) a Revolving Note executed by the Borrower, payable to such new Lender and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of 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 2.15. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time (which shall promptly deliver a copy to timeeach of the Revolving Lenders), request that the total Revolving Commitment Commitments be increased; provided that the total Revolving Commitments shall not be increased by an aggregate amount not more than $250,000,000 during the term of this Agreement pursuant to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lenderthis Section. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental total Revolving Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor or more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Datenotice), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Applicable Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the total Revolving Commitments requested by the Borrower, such the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting Revolving Lender”), which may include any Revolving Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Lender, if not already a Revolving Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, each Issuing Bank and the Swingline Lender and the Issuing Bank (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the total Revolving Commitments may be made in an amount that which is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time after the First Amendment Effective Date request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or 10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the First Amendment Effective Date (together with the amount of Term Commitment Increases effected pursuant to Section 2.15) shall not exceed an amount equal to the remaining Incremental sum of (x) $175,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 1.75:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Revolving Facility AmountCredit Commitment Increases and all simultaneous Term Commitment Increases not utilizing the amounts in clause (x) or in proviso (ii)(A) of Section 2.15(a) below) and the date on which any other transaction in connection therewith (including any acquisition, disposition and/or 63 incurrence or repayment of other Indebtedness); provided that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x). The Borrower may request additional Revolving Credit Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such increase is requested to Eligible Assignees shall become effective (which Revolving Credit Lenders hereunder. Schedule 2.01 shall be not less than 10 Business Days nor more than 60 days after the date of modified accordingly for all such notice and which, in any event, must be prior to the new Revolving Credit Maturity Date), Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the Borrower shall not be obligated to offer each Revolving any existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default, by written upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request that an increase in the total Aggregate Revolving Commitment be increased by Commitments to an amount (for all such requests) not exceeding an aggregate amount not additional $75,000,000 of Revolving Commitments (in addition to exceed the Incremental $375,000,000 of Aggregate Revolving Facility Amount at such time. Upon Commitments on the receipt of date hereof); provided that (i) any such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal 5 million, and (ii) the Borrower may make a maximum of four such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall also specify (A) the upfront fee, if any, to be paid to the remaining Incremental Lenders which agree to provide the requested increase in Revolving Facility AmountCommitments, and (B) and the date on time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 five (5) Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Revolving Credit Maturity DateLenders), and . Each Lender shall offer each Revolving Lender notify the opportunity Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage Share of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. If following such time period the Lenders have delivered not agreed to provide the full amount of a notice pursuant to the second sentence of this paragraphrequested increase, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by then the Borrower, at its option, may (i) rescind all or a portion of such Borrower may arrange for request made to the existing Lenders under this Section 2.20 and instead invite one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, Eligible Assignees to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a Lender hereunder pursuant to the unsubscribed amounta Joinder Agreement; provided, however, that each Augmenting Revolving Lender such Eligible Assignee or Eligible Assignees shall be subject have agreed to provide the full amount of such requested increase (and shall not receive any upfront fees except as have been offered to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayedLenders), and (ii) accept the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be offers made in an amount that is less than the increase requested by the Borrower if such Borrower is unable existing Lenders or (iii) accept the offers made by the existing Lenders and also invite additional Eligible Assignees to arrange for, or chooses not become Lenders pursuant to arrange for, Augmenting Revolving Lendersa Joinder Agreement.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to increase the aggregate amount of the Revolving Commitments up to three (3) times by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $400,000,000. Each such increase in the Revolving Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 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 - #PageNum# - 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 and the Fees to be paid for such increased Revolving Commitments. 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (w) no Default or Event of Default shall exist on the effective date of such increase, (x) 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 in all material respects 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, (y) payment of any and all fees required in connection with such increased Revolving Commitments 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 the Swingline Lender Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed)ii) if requested by the Administrative Agent, and an opinion of counsel to the Borrower and each Augmenting the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving 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 2.17 any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The On not more than one occasion during any calendar year, the Borrower may, by written notice may submit to the Administrative Agent from time to time, the Borrower’s written request that the total Revolving Commitment Commitments be increased by an amount in each case not less than $25,000,000, and by an aggregate amount not to exceed $100,000,000 for all such increases, for a total amount of the Incremental Aggregate Revolving Facility Amount at Commitments not to exceed $500,000,000 (such time. Upon requested amount being the receipt of such request by the Administrative Agent“Maximum Revolving Commitments”), and the Administrative Agent shall deliver a copy thereof promptly give notice of such request to each Lender (the “Revolving LenderCommitment Increase Notice”). Such notice shall set forth the amount of the requested increase Within fifteen (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount15) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after its receipt from the date Administrative Agent of such notice and whicha Revolving Commitment Increase Notice, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity that desires to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shallin response to such request (each such Lender, by a “Consenting Lender”) shall deliver written notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree its election to increase its Revolving Commitment by all or a portion and the maximum amount of such increase (for each Consenting Lender, its “Additional Revolving Commitment”), which may not be larger than the offered amount excess of (each a) the Maximum Revolving Commitments, over (b) the Revolving Commitments then in effect. The failure of any Lender to so agreeing being an “Increasing notify the Administrative Agent of its election and its Additional Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days Commitment, if any, shall be deemed to have declined be a refusal by such Lender to increase its Revolving Commitment) (each . If the sum of the Aggregate Revolving Lender so declining or being deemed to have declined being a Non-Increasing Commitments then in effect plus the aggregate Additional Revolving Lender”). In Commitments does not exceed the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphMaximum Revolving Commitments, the Increasing Revolving Lenders Commitment of each Consenting Lender shall have agreed pursuant to be increased by its Additional Revolving Commitment as hereinafter provided. If the preceding sentence to increase their Aggregate Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments exceeds the Maximum Revolving Commitments, the Revolving Commitment of each Consenting Lender shall be increased by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountproduct of (i) such Consenting Lender’s Additional Revolving Commitment multiplied by (ii) the quotient of (a) the excess of (A) the Maximum Revolving Commitments, over (B) the Aggregate Revolving Commitments then in effect, divided by (b) the aggregate Additional Revolving Commitments of all Consenting Lenders. Any increase in the Revolving Commitments shall be effective as of the date specified pursuant to Section 2.24(c); provided, however, that each Augmenting the Aggregate Revolving Lender shall be subject to Commitments may not at any time exceed the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Maximum Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Prior to the Revolving Termination Date, the Borrower maymay submit to the Administrative Agent the Borrower’s written request that the Revolving Commitments be increased up to a total amount not to exceed on any such occasion $150,000,000 (the requested amount on each such occasion being the “Maximum Revolving Commitments”), by and the Administrative Agent shall promptly give notice of such request to each Lender (the “Revolving Commitment Increase Notice”). Within fifteen (15) Business Days after its receipt from the Administrative Agent of a Revolving Commitment Increase Notice, each Lender that desires to increase its Revolving Commitment in response to such request (each such Lender, a “Consenting Lender”) shall deliver written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity its election to increase its Revolving Commitment by and the maximum amount of such increase (for each Consenting Lender, its Pro Rata Percentage “Additional Revolving Commitment”), which may not be larger than the excess of (a) the proposed increased amountMaximum Revolving Commitments, over (b) the Revolving Commitments then in effect. Each Revolving The failure of any Lender shall, by notice to the Borrower and so notify the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s noticeits election and its Additional Revolving Commitment, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days if any, shall be deemed to have declined be a refusal by such Lender to increase its Revolving Commitment) (each . If the sum of the Revolving Lender so declining or being deemed to have declined being a Non-Increasing Commitments then in effect plus the aggregate Additional Revolving Lender”). In Commitments does not exceed the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphMaximum Revolving Commitments, the Increasing Revolving Lenders Commitment of each Consenting Lender shall have agreed pursuant to be increased by its Additional Revolving Commitment as hereinafter provided. If the preceding sentence to increase their sum of the Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments exceeds the Maximum Revolving Commitments, the Revolving Commitment of each Consenting Lender shall be increased by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; providedproduct of (i) such Consenting Lender’s Additional Revolving Commitment multiplied by (ii) the quotient of (a) the excess of (A) the Maximum Revolving Commitments, howeverover (B) the Revolving Commitments then in effect, that each Augmenting divided by (b) the aggregate Additional Revolving Lender Commitments of all Consenting Lenders. Any increase in the Revolving Commitments shall be subject to the prior written approval effective as of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayeddate specified pursuant to Section 2.20(c), and provided that the Borrower and each Augmenting Revolving Lender shall execute all such documentation as Commitments may not at any time exceed the Administrative Agent shall reasonably specify to evidence its Maximum Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date for Revolving Loans and Revolving Commitments to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases of the Revolving Commitments, the aggregate amount of the Revolving Commitments shall not exceed $1,600,000,000 (less the aggregate amount of reductions of Revolving Commitments effected pursuant to Section 2.12.). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof. The Borrower may invite any Lender and/or any Affiliate of any Lender and/or any other Person (other than the Borrower or any of the Borrower’s Affiliates or Subsidiaries) to provide an increase in its Revolving Commitments or a new Revolving Commitment, as the case may be. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or to provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase of the Revolving Commitments must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase of the Revolving Commitments, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase of the Revolving Commitments 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 in all material respects (except in ‌ ​ LEGAL02/42113124v8 ​ the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, 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 the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase of the Revolving Commitments; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent, the Swingline Lender Issuing Banks and the Issuing Bank Lenders covering such matters as reasonably requested by the Administrative Agent; and (which approvals shall iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their respective Revolving Commitments, in each case, in the amount of such Xxxxxx’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments unless such Xxxxxx has requested not be unreasonably withheld or delayed), and to receive a Revolving Note. In connection with any increase in the Borrower and each Augmenting aggregate amount of the Revolving Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right to request (i) increases in the aggregate amount of the Revolving Commitments or (ii) commitments (the “Term Loan Commitments”) in connection with a term loan facility provided under this Agreement (the “Term Loan Facility”), in each case, by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases of the Revolving Commitments and/or such new Term Loan Facilities, the aggregate amount of the Revolving Commitments and the Term Loan Commitments shall not exceed $500,000,000. Each such increase in the Revolving Commitments and/or any new Term Loan Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments or the new Term Loan Facility, 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 or new Term Loan Facility and the allocations of the increase in the Revolving Commitments and/or new Term Loan Facility 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 Term Loan Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase and/or new Term Loan Facility must be an Eligible Assignee. If a new Lender becomes a party to this Agreement and has a Revolving Commitment, 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 having Revolving Commitments its Commitment Percentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) 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 Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments and/or establishing a new Term Loan Facility under this Section is subject to the prior written approval following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase and/or new Term Loan Facility, (y) the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase and/or new Term Loan Facility 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and/or new Term Loan Facility and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase and/or new Term Loan Facility; (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, (iii) with respect to an increase in the Revolving Commitments, except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive a Revolving Note, a Revolving Note executed by the Borrower, payable to such new Lender, and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments, (iv) with respect to a new Term Loan Facility, except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive a promissory note, promissory notes in form reasonably satisfactory to the Lenders, executed by the Borrower, payable to each Augmenting Lender providing a Term Loan Commitment in the amount of such Lender’s Term Loan Commitment at the time of the effectiveness of the new Term Loan Facility and (v) in the case of the providing of a new Term Loan Facility, an amendment to this Agreement establishing the terms of the new Term Loan Facility; provided, that the maturity date with respect to the new Term Loan Facility shall be no earlier than Termination Date; and, provided, further, that, notwithstanding Section 13.7., any such amendment shall be effective upon the approval of only the Borrower, the Administrative Agent and the Lenders providing Term Loan Commitments so long as such amendment only (x) establishes the terms of the new Term Loan Facility, (y) permits the Lenders under the new Term Loan Facility to share ratably in the benefits of this Agreement and the other Loan Documents with the Lenders holding Revolving Commitments and (z) modifies the definition of “Requisite Lenders” to include the Lenders providing new Term Loan Commitments in any determination of the Requisite Lenders. In connection with any increase in the aggregate amount of the Revolving Commitments and/or any new Term Loan Facility pursuant to this Section 2.15. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases shall not exceed $100,000,000 (i.e., after giving effect to any such increases, the aggregate amount of the Revolving Commitments shall not exceed $650,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000 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 then-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 then-existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of a then-existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and the Guarantors addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (with each Augmenting Revolving Lender with a replaced Revolving Note to return the same to the Borrower, marked “Replaced” or its equivalent), (iv) intentionally omitted, (v) intentionally omitted; and (vi) a certificate confirming that any such increase is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence in form and substance reasonably acceptable to the Administrative Agent. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall reasonably specify be necessary for the Administrative Agent to evidence its comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment and/or its status as shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Lender hereunder, Any such increase may be made in an amount that is less than Loan Termination Date and (z) have terms identical to the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting existing Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $75,000,000 in the Incremental aggregate for all such increases from the Closing Date until the date that is 180 days prior to the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such request to each Revolving Lender. Such notice The Borrower shall set forth in such request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount25,000,000 and in minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of delivery by the Administrative AgentAgent of the Borrower’s noticerequest referred to above , either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving such Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to copy of a request by the second sentence of this paragraphBorrower as set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment so requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend commit to making Revolving Commitments or increase their existing Loans pursuant to a Revolving Commitments Commitment hereunder in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)no less than $10,000,000, and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its such Augmenting Lender’s Revolving Commitment and/or its status as a Lender with a Revolving Lender Commitment hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.02, the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; or (y) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 3.02, but otherwise without premium or penalty.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default, by written and the increase of the Commitments and the incurrence of Loans or the issuance of such Letters of Credit shall thereafter not violate, result in a default, or require the granting of a Lien to the holders of Indebtedness, under the Qualified Senior Debt Documents, upon notice to the Administrative Agent Agent, the Lead Borrower, on behalf of the Borrowers, may from time to time, request that an increase in the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt Commitments of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be all Lenders in minimum increments of $500,000 and a minimum amount of no less than $2,500,000 10.0 million or equal $1.0 million multiples in excess thereof; provided, however, that after giving effect to any such increases, the aggregate Commitments of all Lenders shall not exceed $300.0 million. At the time of sending notice of such request to the remaining Incremental Revolving Facility AmountLenders, the Lead Borrower (in consultation with the Administrative Agent) and shall specify the date on time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Revolving Credit Maturity DateLenders). If requested to respond, each Lender in its sole and absolute discretion shall offer each Revolving Lender notify the opportunity Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the The Administrative Agent shall have delivered a notice pursuant notify the Lead Borrower and each Lender of the Lenders’ responses to each request made hereunder. If the Lenders do not agree to the second sentence full amount of this paragrapha requested increase, the Increasing Revolving Lead Borrower may then invite a Lender or any Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal invite additional financial institutions (solely to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject extent otherwise permitted by Section 11.04) to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify become Lenders pursuant to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersJoinder Agreement.

Increase in Revolving Commitments. (ai) The At any time prior to the Maturity Date, the Borrower maymay effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a “Commitment Increase”), by written notice designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be Issuing Lenders but not less than 10 Business Days nor more than 60 days after including BOK if no Existing Letters of Credit are then outstanding) that at the date of such notice and whichtime agree, in the case of any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving such bank or financial institution that is an existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Revolving Additional Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting Revolving Lender such Commitment Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Commitment Increases shall not exceed $200,000,000, and (C) all Revolving Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the increases in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this clause (c) to the Administrative Agent and the Lenders. This Section 2.1(c) shall not be construed to create any obligation on any of the Administrative Agent, Agent or any of the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld Lenders to advance or delayed), and to commit to advance any credit to the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable or to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Revolving Lenderscommit to advance any credit to the Borrower.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request (each such request, a “Commitment Increase Request”) that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $250,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by Commitment Increase Request and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such Commitment Increase Request to each Revolving Lender. Such notice The Borrower shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount25,000,000 and in minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 15 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 20 days after the date of delivery by the Administrative AgentAgent of the Borrower’s noticeCommitment Increase Request, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any such Revolving Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In If at the event thatend of the 20 day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Revolving Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if such Increasing Lenders offer to increase their Revolving Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Revolving Facility Percentage. If, on the 10th 25th day after the Administrative Agent shall have delivered a notice pursuant to copy of a request by the second sentence of this paragraphBorrower as set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment so requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend commit to making Revolving Commitments or increase their existing Loans pursuant to a Revolving Commitments Commitment hereunder in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)no less than $15,000,000, and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its such Augmenting Lender’s Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.02(b), the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Revolving Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.02(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 3.02, but otherwise without premium or penalty; provided, however, that the Administrative Agent, in exercising its discretion to take the actions permitted under this Section 2.02(b), shall use its commercially reasonable efforts to minimize the liability of the Borrower arising under Section 3.02.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right at any time after the Term Loan Availability Termination Date and prior to the Revolving Termination Date to request increases in the aggregate amount of the Revolving Commitments by providing written notice thereof to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $3,000,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof (or, in each Augmenting case, in such less amounts as may be acceptable to the Administrative Agent and the Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments so as to achieve a syndication of such increase reasonably satisfactory to the Administrative Agent and the Borrower, 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 any such increase and the allocations of any increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. 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 Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.6., 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the increase of the Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has requested not to receive Notes, new Revolving Notes and/or Bid Rate Notes executed by the Borrower, payable to any such new Revolving Lenders and replacement Revolving Notes and/or Bid Rate Notes, as applicable, executed by the Borrower, payable to any such existing Revolving Lenders increasing their respective Revolving Commitments, in each Augmenting case, in the amount of 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 2.17. any Lender becoming a party hereto shall (1) execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving request and (2) in the case of any Lender hereunder, Any such increase may be made in an amount that is less than organized under the increase requested by laws of a jurisdiction outside of the Borrower if United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such Borrower is unable other information as shall be necessary for the Administrative Agent to arrange forcomply with “know your customer” and anti-money laundering rules and regulations, or chooses not to arrange forincluding without limitation, Augmenting Revolving Lendersthe Patriot Act.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $450,000,000. 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 Joint Lead Arrangers, 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, 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 Revolving Commitment Percentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) 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 Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 Parent, the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and each Augmenting the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) a Revolving Note executed by the Borrower, payable to such new Lender and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of 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 2.15. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. At any time after the Closing Date but prior to the Maturity Date, the Borrower may effectuate up to three separate increases in the aggregate Revolving Commitments (a) The Borrower mayeach such increase being a “Revolving Facility Increase”), by written notice designating either one or more of the existing Revolving Lenders (each of which, in its sole discretion, may determine whether and to the Administrative Agent from time what degree to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental participate in such Revolving Facility Amount at such time. Upon the receipt of such request by Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) Issuing Lenders and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after Swingline Lender) that at the date of such notice and whichtime agree, in the case of any event, must be prior to the Revolving Credit Maturity Date), and shall offer each such bank or financial institution that is an existing Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Additional Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting such Revolving Lender Facility Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Revolving Facility Increases since the Closing Date shall not exceed $250,000,000, and (C) except as otherwise provided below, all Revolving Commitments and Revolving Advances provided pursuant to a Revolving Facility Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the increases in the Revolving Commitments of the Increasing Revolving Lenders plus the Revolving Commitments of the Additional Revolving Lenders upon giving effect to a Revolving Facility Increase shall not, in the aggregate, exceed the amount of such Revolving Facility Increase. The Borrower shall provide prompt notice of any proposed Revolving Facility Increase pursuant to this clause (c)(i) to the Administrative Agent and the Lenders. This Section 2.1(c)(i) shall not be construed to create any obligation on any of the Administrative Agent, Agent or any of the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld Lenders to advance or delayed), and to commit to advance any credit to the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable or to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Revolving Lenderscommit to advance any credit to the Borrower.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”) by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting any such increases and all such Incremental Term Loans shall not exceed $225,000,000 in the aggregate. Each such increase in the Revolving Commitments or issuance of Incremental Term Loans 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 or issuance of Incremental Term Loans, 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 or issuance of Incremental Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be subject obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment or participate in such Incremental Term Loans, 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 Revolving Commitment Percentage (determined with respect to the prior written approval Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Revolving Loans made pursuant to any increased Revolving Commitment and the Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) in the case of Incremental Term Loans (x) shall not mature earlier than the Term Loan Maturity Date and (y) shall have the weighted average life to maturity no shorter than the weighted average life to maturity of the Term Loans, and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date and (ii) Applicable Margins applicable to the Incremental Term Loans may deviate from the pricing of the Revolving Loans and the existing Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender participating in such tranche and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders and consistent with the foregoing provisions of this Section 2.17, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the Swingline Lender provisions of this Section 2.17. Effecting the increase of the Revolving Commitments or issuance of Incremental Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and the Issuing Bank (which approvals shall not be unreasonably withheld warranties made or delayed), and deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 Augmenting of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent including matters related to such increase with respect to the Security Documents; (iii) new Revolving Lender Notes or Term Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes or Term Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments or participating in the issuance of the Incremental Term Loans, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments or such Term Loan Lender’s Term Loan Commitment at the time of the effectiveness of such Incremental Term Loans and (iv) the Borrower shall execute all have delivered duly executed copies of such documentation additional documents (including without limitation, amendments to the Security Documents) as the Administrative Agent may reasonably request and the Borrower shall pay the cost of any mortgages, Title Policy or any endorsement or update thereto, and any and all costs, fees, taxes, assessments or charges required to be paid in connection therewith. In connection with any increase in the aggregate amount of the Revolving Commitments or issuance of Incremental Term Loans pursuant to this Section 2.17 any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving request and (2) in the case of any Lender hereunder, Any such increase may be made in an amount that is less than organized under the increase requested by laws of a jurisdiction outside of the Borrower if United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such Borrower is unable other information as shall be necessary for the Administrative Agent to arrange forcomply with “know your customer” and anti-money laundering rules and regulations, or chooses not to arrange forincluding without limitation, Augmenting Revolving Lendersthe Patriot Act.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right after the Second Amendment Effective Date to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases shall not exceed $100,000,000 (i.e., after giving effect to any such increases, the aggregate amount of the Revolving Commitments shall not exceed $950,000,000)0. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof, or such other amounts as may be agreed to by the Administrative Agent and the Borrower. 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 then-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 then-existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of a then-existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and the Guarantors addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (with each Augmenting Revolving Lender with a replaced Revolving Note to return the same to the Borrower, marked “Replaced” or its equivalent), (iv) intentionally omitted, (v) intentionally omitted; and (vi) a certificate confirming that any such increase is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence in form and substance reasonably acceptable to the Administrative Agent. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall reasonably specify be necessary for the Administrative Agent to evidence its comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment and/or its status as shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Lender hereunder, Any such increase may be made Loan Termination Date then in an amount that is less than effect and (z) have terms identical to the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting existing Revolving LendersCommitments.

Increase in Revolving Commitments. On not more than one occasion during the Revolving Commitment Period, the Borrower may submit to the Administrative Agent the Borrower's written request that the Revolving Commitments be increased to a total of $300,000,000 (a"Maximum Revolving Commitments"), and the Administrative Agent shall promptly give notice of such request to each Lender (the "Revolving Commitment Increase Notice"). Within fifteen (15) The Borrower mayBusiness Days after its receipt from the Administrative Agent of a Revolving Commitment Increase Notice, by each Lender that desires to increase its Revolving Commitment in response to such request (each such Lender, a "Consenting Lender") shall deliver written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity its election to increase its Revolving Commitment and the maximum amount of such increase (for each Consenting Lender, its "Additional Revolving Commitment"), which may not be larger than the excess of (a) the Maximum Revolving Commitment, over (b) the Revolving Commitments then in effect. The failure of any Lender to so notify the Administrative Agent of its election and its Additional Revolving Commitment, if any, shall be deemed to be a refusal by such Lender to increase its Revolving Commitment. If the sum of the Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments does not exceed the Maximum Revolving Commitments, the Revolving Commitment of each Consenting Lender shall be increased by its Pro Rata Percentage Additional Revolving Commitment as hereinafter provided. If the sum of the proposed Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments exceeds the Maximum Revolving Commitments, the Revolving Commitment of each Consenting Lender shall be increased amountby an amount equal to the product of (i) such Consenting Lender's Additional Revolving Commitment multiplied by (ii) the quotient of (a) the excess of (A) the Maximum Revolving Commitments, over (B) the Revolving Commitments then in effect, divided by (b) the aggregate Additional Revolving Commitments of all Consenting Lenders. Each Any increase in the Revolving Lender shallCommitments shall be effective as of the date specified pursuant to Section 2.20(c); provided, by notice that the Revolving Commitments may not at any time exceed the Maximum Revolving Commitments. If the sum of the Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments pursuant to Section 2.20(a) is less than the Maximum Revolving Commitments, then the Borrower may obtain the remainder of the Maximum Revolving Commitment from one or more new banks or other financial institutions acceptable to the Borrower and the Administrative Agent given not more than 10 days after (each a "New Lender"). Upon (i) the execution of a joinder agreement with respect to this Agreement by such New Lender and acceptance thereof by the Administrative Agent, (ii) the execution and delivery by the Borrower of any Notes requested by the New Lender evidencing its Loans, and (iii) delivery of notice to the Lenders by the Administrative Agent setting forth the effective date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion addition of the offered New Lender(s) hereunder and the amount (each of such New Lender(s)' Revolving Lender so agreeing being an “Increasing Revolving Lender”Commitment(s), such New Lender(s) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed for all purposes Lender(s) party to have declined this Agreement to increase its the same extent as if original parties hereto with Revolving CommitmentCommitment(s) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, as set forth on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested joinder agreement executed by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”New Lender(s), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, (i) the total Revolving Commitments of all Lenders (including any New Lenders) shall not exceed in the aggregate the Maximum Revolving Commitments, and (ii) the Revolving Commitments of all Lenders that each Augmenting Revolving are parties hereto prior to the addition of any New Lender shall not be subject affected by the addition of such New Lender. Effective on the date on which the increase in Revolving Commitments pursuant to this Section 2.20 takes effect, which date shall be mutually agreed upon by the prior written approval of Borrower, the Administrative Agent, and each Lender or New Lender increasing or providing, as the Swingline case may be, its Revolving Commitments, (i) all Revolving Loans outstanding hereunder shall be converted into, and shall be advanced as, Eurodollar Loans or ABR Loans (or both) as selected by the Borrower by notice to the Administrative Agent in accordance with the provisions of Section 2.2, such that all such Loans are held by the Lenders (including any New Lenders) in the proportion of their Revolving Percentages, as determined taking into account the increase in the Revolving Commitments, and (ii) each New Lender and each other Lender increasing its Revolving Commitment shall advance any additional amounts to be advanced by it hereunder, by making funds available to the Issuing Bank (which approvals shall Administrative Agent, in immediately available funds, not be unreasonably withheld or delayed)later than 1:00 p.m. Atlanta, and Georgia time on such date. After the Borrower and each Augmenting Revolving Lender shall execute all Administrative Agent's receipt of such documentation as funds, the Administrative Agent shall reasonably specify disburse to evidence its the non-Consenting Lenders any resulting repayments of such outstanding Revolving Commitment and/or its status as Loans. If any conversion or payment of a Revolving Lender hereunder, Any such increase may be made in an amount Eurodollar Loan pursuant to the foregoing provisions occurs on a day that is less than not the increase requested by last day of the Borrower if such Borrower is unable to arrange forapplicable Interest Period, or chooses not to arrange for, Augmenting Revolving Lendersthe provisions of Section 2.16 shall apply thereto.

Increase in Revolving Commitments. (a) The After the occurrence of the Optional Amendment Effective Date, the Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Lender Commitments shall not exceed $350,000,000. 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, subject to the prior written Borrower’s approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals approval shall not be unreasonably withheld or delayed), 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, on the date it increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.3.(j) 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 Revolving 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 Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (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 not prohibited under the Loan Documents, 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 the Secretary or Assistant Secretary of (A) all corporate, partnership, or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) at the request of the Administrative Agent, an opinion of counsel to the Borrower and each Augmenting the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving 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 2.21. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request (each such request, a “Commitment Increase Request”) that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $75,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by Commitment Increase Request and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such Commitment Increase Request to each Revolving Lender. Such notice The Borrower shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount25,000,000 and in minimum increments thereafter of $25,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 15 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 20 days after the date of delivery by the Administrative AgentAgent of the Borrower’s noticeCommitment Increase Request, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any such Revolving Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In If at the event thatend of the 20 day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Revolving Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if such Increasing Lenders offer to increase their Revolving Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Revolving Facility Percentage. If, on the 10th 25th day after the Administrative Agent shall have delivered a notice pursuant to copy of a request by the second sentence of this paragraphBorrower as set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment so requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lenderto commit to making Revolving Loans pursuant to a Revolving Commitment hereunder in an amount no less than $10,000,000. If the Borrower so requests, the Administrative Agent shall have the option, but not the obligation, to extend Revolving Commitments use its reasonable efforts to arrange for one or increase their existing Revolving Commitments in an aggregate amount equal to more Augmenting Lenders on the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower’s behalf. The Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its such Augmenting Lender’s Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower (or if applicable, the Administrative Agent) is unable to arrange for, or chooses not to arrange for (or request that the Administrative Agent arrange for), Augmenting Lenders. Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any Increase in the Total Revolving Commitment pursuant to this Section 2.2(b), the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Revolving Facility Percentages. This may be accomplished at the reasonable discretion of the Administrative Agent: (w) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Revolving Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.2(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 3.2, but otherwise without premium or penalty.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $400,000,000. 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 Joint Lead Arrangers, 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, 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 Revolving Commitment Percentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) 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 Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 (1) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and (2) of 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 the Swingline Lender Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and each Augmenting the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) a Revolving Note executed by the Borrower, payable to such new Lender and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of 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 2.15. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Subject to the conditions set forth below in this Section, the Borrower may, shall have the right to increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,700,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof, or such other amounts as Administrative Agent may approve from time to time. 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 Pro Rata Share (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders pursuant to Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (x) no Default or Event of Default shall exist, (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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Issuing Bank Guarantors (which approvals shall not be unreasonably withheld or delayedorganized in Delaware), and addressed to the Borrower Administrative Agent and each Augmenting the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of 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 2.18 any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases after the date hereof shall not exceed $170,000,00095,000,000 (i.e., after giving effect to any such increases, the aggregate amount of the Revolving Commitments shall not exceed $1,300,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof, or such other amounts as may be agreed to by the Administrative Agent and the Borrower. 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 then-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 then-existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of a then-existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and the Guarantors addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (with each Augmenting Revolving Lender with a replaced Revolving Note to return the same to the Borrower, marked “Replaced” or its equivalent), (iv) intentionally omitted, (v) intentionally omitted; and (vi) a certificate confirming that any such increase is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence in form and substance reasonably acceptable to the Administrative Agent. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall reasonably specify be necessary for the Administrative Agent to evidence its comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment and/or its status as shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Lender hereunder, Any such increase may be made Loan Termination Date then in an amount that is less than effect and (z) have terms identical to the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting existing Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The On not more than one occasion during any calendar year, the Borrower maymay submit to the Administrative Agent the Borrower’s written request that the Revolving Commitments be increased up to a total amount not to exceed $700,000,000 (such requested amount being the “Maximum Revolving Commitments”), by and the Administrative Agent shall promptly give notice of such request to each Lender (the “Revolving Commitment Increase Notice”). Within fifteen (15) Business Days after its receipt from the Administrative Agent of a Revolving Commitment Increase Notice, each Lender that desires to increase its Revolving Commitment in response to such request (each such Lender, a “Consenting Lender”) shall deliver written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity its election to increase its Revolving Commitment by and the maximum amount of such increase (for each Consenting Lender, its Pro Rata Percentage “Additional Revolving Commitment”), which may not be larger than the excess of (a) the proposed increased amountMaximum Revolving Commitments, over (b) the Revolving Commitments then in effect. Each Revolving The failure of any Lender shall, by notice to the Borrower and so notify the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s noticeits election and its Additional Revolving Commitment, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days if any, shall be deemed to have declined be a refusal by such Lender to increase its Revolving Commitment) (each . If the sum of the Revolving Lender so declining or being deemed to have declined being a Non-Increasing Commitments then in effect plus the aggregate Additional Revolving Lender”). In Commitments does not exceed the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphMaximum Revolving Commitments, the Increasing Revolving Lenders Commitment of each Consenting Lender shall have agreed pursuant to be increased by its Additional Revolving Commitment as hereinafter provided. If the preceding sentence to increase their sum of the Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments exceeds the Maximum Revolving Commitments, the Revolving Commitment of each Consenting Lender shall be increased by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountproduct of (i) such Consenting Lender’s Additional Revolving Commitment multiplied by (ii) the quotient of (a) the excess of (A) the Maximum Revolving Commitments, over (B) the Revolving Commitments then in effect, divided by (b) the aggregate Additional Revolving Commitments of all Consenting Lenders. Any increase in the Revolving Commitments shall be effective as of the date specified pursuant to Section 2.22(c); provided, however, that each Augmenting the Revolving Lender shall be subject to Commitments may not at any time exceed the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Maximum Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases shall not exceed $100,000,000 (i.e., after giving effect to any such increases, the aggregate amount of the Revolving Commitments shall not exceed $750,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof, or such other amounts as may be agreed to by the Administrative Agent and the Borrower. 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 then-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 then-existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of a then-existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and the Guarantors addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (with each Augmenting Revolving Lender with a replaced Revolving Note to return the same to the Borrower, marked “Replaced” or its equivalent), (iv) intentionally omitted, (v) intentionally omitted; and (vi) a certificate confirming that any such increase is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence in form and substance reasonably acceptable to the Administrative Agent. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall reasonably specify be necessary for the Administrative Agent to evidence its comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment and/or its status as shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, any Revolving Lender hereunder, Any such increase may be made Loan Termination Date then in an amount that is less than effect and (z) have terms identical to the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting existing Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $150,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such request to each Revolving Lender. Such notice The Borrower shall set forth in each such request the amount of the requested increase in the Total Revolving Commitment (which amount shall be in minimum increments of $500,000 10,000,000 and a minimum amount of at least $2,500,000 or equal to the remaining Incremental Revolving Facility Amount10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving such Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphas set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend commit to making Revolving Commitments or increase their existing Loans pursuant to a Revolving Commitments Commitment hereunder in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)no less than $10,000,000, and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Lender Commitment hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. No such increase in the Revolving Commitments shall be effective unless (x) all conditions set forth in Section 4.02, both before and after giving effect to such increase and (y) a certificate of an Authorized Officer demonstrating, in reasonable detail, the computation of the financial covenants referred to in Section 7.07 on a pro forma basis after giving effect to such increase. Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.02, the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans (but not their Revolving Commitments) to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.02(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 3.02, but otherwise without premium or penalty.

Increase in Revolving Commitments. (a) The Borrower mayRepresentative, by written notice to on behalf of the Administrative Agent Borrowers, shall have the right from time to timetime to request an increase in the aggregate Revolving Commitments by obtaining new or additional Revolving Commitments, request either from one or more of the existing Lenders or from other lending institutions, provided that (i) the total aggregate Revolving Commitment be increased by an aggregate amount Commitments of all Revolving Lenders under the terms of this Agreement, after giving effect to such additional Revolving Commitments, would not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent$150 million, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth (ii) the amount of the such requested increase (which shall be is in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount5 million, (iii) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given has approved the identity of any such new Revolving Lender, such approval not more than 10 days after the date to be unreasonably withheld, and (iv) any such new Revolving Lender assumes all of the Administrative Agent’s noticerights and obligations of a “Revolving Lender” hereunder. No existing or new Lender shall have any obligation to provide new or additional Revolving Commitments under this Section or otherwise, either agree and each Lender in its sole discretion may decline to increase its provide any additional Revolving Commitments. Any amendment hereto reflecting any new or additional Revolving Commitment in accordance with the terms of this Section and approved by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant be in form and substance satisfactory in all reasonable respects to the second sentence of this paragraph, Administrative Agent and shall only require the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval signatures of the Administrative Agent, the Swingline Lender Borrowers and the Issuing Bank Lender(s) being added or increasing their Commitment. As a condition precedent to such an increase, the Borrower Representative shall deliver to the Administrative Agent (a) a certificate of each Loan Party (in sufficient copies for each Lender) signed by an authorized officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which approvals shall not be unreasonably withheld or delayedcase they are true and correct as of such earlier date, and (B) no Default exists, and (b) favorable written opinion letters of counsel for the Borrowers, in form and substance satisfactory to the Administrative Agent in all reasonable respects, similar as is relevant to the opinion letters delivered pursuant to Sections 4.01(d) and 4.02(g), covering such increased Commitments. Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and each Augmenting Revolving Lender shall execute all such documentation as become part of this Agreement. On the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any date of any such increase may in Revolving Commitments, all outstanding Revolving Loans shall be made in an amount that is less than reallocated among the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders (including any newly added Revolving Lenders) in accordance with the Revolving Lenders’ respective revised Applicable Percentages with respect to Revolving Loans, subject in all respects to Section 2.14.

Increase in Revolving Commitments. (a) The On not more than three occasions during any calendar year, the Borrower maymay submit to the Administrative Agent the Borrower’s written request that the Revolving Commitments be increased up to a total amount not to exceed on any such occasion $1,100,000,000 (the requested amount on each such occasion being the “Maximum Revolving Commitments”), by and the Administrative Agent shall promptly give notice of such request to each Lender (the “Revolving Commitment Increase Notice”). Within fifteen (15) Business Days after its receipt from the Administrative Agent of a Revolving Commitment Increase Notice, each Lender that desires to increase its Revolving Commitment in response to such request (each such Lender, a “Consenting Lender”) shall deliver written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity its election to increase its Revolving Commitment by and the maximum amount of such increase (for each Consenting Lender, its Pro Rata Percentage “Additional Revolving Commitment”), which may not be larger than the excess of (a) the proposed increased amountMaximum Revolving Commitments, over (b) the Revolving Commitments then in effect. Each Revolving The failure of any Lender shall, by notice to the Borrower and so notify the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s noticeits election and its Additional Revolving Commitment, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days if any, shall be deemed to have declined be a refusal by such Lender to increase its Revolving Commitment) (each . If the sum of the Revolving Lender so declining or being deemed to have declined being a Non-Increasing Commitments then in effect plus the aggregate Additional Revolving Lender”). In Commitments does not exceed the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphMaximum Revolving Commitments, the Increasing Revolving Lenders Commitment of each Consenting Lender shall have agreed pursuant to be increased by its Additional Revolving Commitment as hereinafter provided. If the preceding sentence to increase their sum of the Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments exceeds the Maximum Revolving Commitments, the Revolving Commitment of each Consenting Lender shall be increased by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountproduct of (i) such Consenting Lender’s Additional Revolving Commitment multiplied by (ii) the quotient of (a) the excess of (A) the Maximum Revolving Commitments, over (B) the Revolving Commitments then in effect, divided by (b) the aggregate Additional Revolving Commitments of all Consenting Lenders. Any increase in the Revolving Commitments shall be effective as of the date specified pursuant to Section 2.22(c); provided, however, that each Augmenting the Revolving Lender shall be subject to Commitments may not at any time exceed the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Maximum Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Borrower may, Borrowers shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,500,000,000 (the “Maximum Increase Amount”). 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 (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Parent) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each Augmenting new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of a Lender or an Approved Fund shall be subject to the prior written approval consent of Borrowers, Administrative Agent and each Issuing Bank (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not to be unreasonably withheld or delayed)) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and the Borrower and each Augmenting any new Eligible Assignee 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 execute all 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such documentation other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably specify satisfactory to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunderthe Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, Any copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase may be made in and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an amount that is less than opinion of counsel to the increase Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Borrower if Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lender’s Revolving LendersCommitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreement.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default, by written and the increase of the Revolving Commitments and the incurrence of Revolving Loans or the issuance of such Letters of Credit shall thereafter not violate, result in a default, or require the granting of a Lien to the holders of Indebtedness, under the Senior Notes Debt Documents, upon notice to the Administrative Agent Agent, the Lead Borrower, on behalf of the Borrowers, may from time to time, request that an increase in the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Commitments of all Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be Lenders in minimum increments of $500,000 and a minimum amount of no less than $2,500,000 10.0 million or equal $1.0 million multiples in excess thereof; provided, however, that after giving effect to any such increases, the aggregate Revolving Commitments of all Revolving Lenders shall not exceed $250.0 million. At the time of sending notice of such request to the remaining Incremental Revolving Facility AmountLenders, the Lead Borrower (in consultation with the Administrative Agent) and shall specify the date on time period within which such increase each Revolving Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Revolving Credit Maturity DateLenders). If requested to respond, and shall offer each Revolving Lender in its sole and absolute discretion shall notify the opportunity Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of the proposed increased amountsuch requested increase. Each Any Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (. The Administrative Agent shall notify the Lead Borrower and each Revolving Lender so declining or being deemed of the Revolving Lenders’ responses to have declined being each request made hereunder. If the Revolving Lenders do not agree to the full amount of a Non-Increasing requested increase, the Lead Borrower may then invite additional financial institutions (solely to the extent otherwise permitted by Section 11.04) to become Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice Lenders pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersJoinder Agreement.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right, at any time and from time to time, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to time, request that any such increases the total aggregate amount of the Revolving Commitment Commitments shall not exceed $1,750,000,000 minus the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.12. hereof. Each such increase in the Revolving Commitments must be increased by an aggregate minimum amount not to exceed of $10,000,000 and integral multiples of $5,000,000 in excess thereof. If the Incremental Revolving Facility Amount at such time. Upon the receipt of such request is approved by the Administrative Agent, the Administrative Agent Agent, in consultation with the Borrower, shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount manage all aspects of the requested syndication of such increase (which 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; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such increases in Commitments or new Commitments, as the case may be, shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal reasonably acceptable to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which Borrower. No Lender shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, obligated in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by its Pro Rata Percentage 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 proposed increased amountoutstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) 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 Revolving Loans. Each The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. In connection with any increase of the Revolving Commitments under this Section, (I) the Borrower shall certify to any Person to become a Lender shallor any Lender increasing the amount of its Commitment whether (x) a 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 notice the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are 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 whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, (II) if a Default Event of Default exists or any such representation or warranty is not true and correct on the effective date of such increase, any Person to become a Lender or any Lender to increase the amount of its commitment may, in its sole discretion, elect not to do so, and (III) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent given not more than 10 days after and the date of Lenders covering such matters as reasonably requested by the Administrative Agent’s notice, either agree to increase its ; and (iii) new Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Borrower may arrange for one or more banks or other entities (Xxxxxx’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 such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend increase in the aggregate amount of the Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal pursuant to the unsubscribed amount; provided, however, that each Augmenting Revolving this Section 2.16. any Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower Borrowing Agent may, by written notice to the Administrative Agent from time to time, request that the total Revolving Commitment Commitments be increased by an aggregate amount not to exceed the Incremental Revolving Facility Advance Amount at such time. Upon the receipt approval of such request by the Administrative Agent (which approval shall be in the Agent’s Permitted Discretion), the Administrative Agent shall deliver a copy thereof to each Lender with a Revolving LenderCommitment. Such notice shall set forth the amount of the requested increase in the aggregate Revolving Commitments (which shall be in minimum aggregate increments of $500,000 5,000,000 and a minimum aggregate amount of $2,500,000 10,000,000 or equal to the remaining Incremental Revolving Facility Advance Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 ten (10) Business Days nor more than 60 sixty (60) days after the date of such notice and which, in any event, must be on or prior to the termination of the Revolving Credit Maturity DateCommitments in accordance with the terms of this Agreement), and shall offer each Revolving such Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Percentage of the proposed increased amount. Each Revolving such Lender shall, by notice to the Borrower Borrowing Agent and the Administrative Agent given not more than 10 days ten (10) Business Days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving such Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving such Lender that does not deliver such a notice within such period of 10 days ten (10) Business Days shall be deemed to have declined to increase its Revolving Commitment) (), each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.tenth

Increase in Revolving Commitments. (an) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Parent Borrower may from time to time request an increase in the Commitments on the same terms as the existing Commitments (each request for an increase in Commitments being a “Revolving Credit Commitment Increase”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Closing Date shall deliver a copy thereof to each Revolving Lendernot exceed $150,000,000. Such notice shall set forth (x) the amount of the requested increase Revolving Credit Commitment Increase being requested, and (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amounty) and the date (an “Increase Effective Date”) on which such increase Revolving Credit Commitment Increase is requested to become effective (which which, unless otherwise agreed by the Administrative Agent, shall not be not less than 10 Business Days nor more than 60 days after the date of such notice notice). The Parent Borrower may request additional Commitments from existing Lenders or Additional Lenders and whichupon execution of a customary joinder agreement, in such Additional Lenders shall become Lenders hereunder. Schedule 1.01(e) hereto shall be modified accordingly for all such new Commitments. No Lender shall be obligated to provide any event, must new Commitments unless it so agrees and the Borrowers shall not be prior obligated to the Revolving Credit Maturity Date), and shall offer each Revolving any existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease.

Increase in Revolving Commitments. (a) The Borrower may, Company may by written notice to the Administrative Agent from time elect to time, request that on no more than five occasions prior to the total Revolving Commitment be increased Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Commitments”), by an aggregate amount not to exceed the Incremental Revolving Facility Amount at in excess of $30,000,000 and not less than $1,000,000 individually. Each such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth specify (A) the amount of date (each, an “Increased Amount Date”) on which Company proposes that the requested increase (New Revolving Commitments shall be effective, which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date on which such notice is delivered to Administrative Agent; provided that only one Business Day’s notice shall be required in connection with any such increase on the Second Amendment Effective Date and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Lender”) to whom Company proposes any portion of such notice and which, in any event, must New Revolving Commitments be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower allocated and the Administrative Agent given not more than 10 days after the date amounts of the Administrative Agent’s notice, either agree such allocations; provided that any Lender approached to increase its Revolving Commitment by provide all or a portion of the offered amount New Revolving Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment. Such New Revolving Commitments shall become effective as of such Increased Amount Date; provided that (each 1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Lender so agreeing being an “Increasing Revolving Lender”Commitments; (2) or decline to increase Company and its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days Subsidiaries shall be deemed in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to have declined to increase its such New Revolving CommitmentCommitments; (3) (each the New Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent Commitments shall have delivered a notice be effected pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Joinder Agreements executed and delivered by Company, the New Revolving Lender”)Lender and Administrative Agent, and each of which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments shall be recorded in an aggregate amount equal to the unsubscribed amount; provided, however, that Register and each Augmenting New Revolving Lender shall be subject to the prior written approval requirements set forth in Section 2.20(c); (4) Company shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Commitments; and (5) Company shall deliver or cause to be delivered any documents reasonably requested by Administrative Agent in connection with any such transaction. On any Increased Amount Date on which New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Lenders, and each of the New Revolving Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Lender shall become a Lender with respect to the New Revolving Commitment and all matters relating thereto. Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof the New Revolving Commitments and the New Revolving Lenders. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersprovisions of this Section 2.24.

Increase in Revolving Commitments. At the option of the Borrowers (a) The Borrower may, by written notice but subject to the Administrative Agent from time to timeconditions set forth in clause (ii) below), request that the total Revolving Commitment Total Commitments and the Maximum Revolver Amount may each be increased by an aggregate amount after the Third Amendment Date not to exceed $10,000,000, less the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the aggregate principal amount of the requested CARES Unforgiven Debt outstanding at such time (each -44- such increase, an "Increase"). The Agent shall invite each Lender to increase its Pro Rata Share of the Total Commitments (which it being understood that no Lender shall be obligated to increase its Pro Rata Share of its Revolver Commitment) in connection with a proposed Increase, and if sufficient Lenders do not agree to increase their Pro Rata Share of the Total Commitments in connection with such proposed Increase, then the Agent or the Borrowers may invite any prospective lender who is reasonably satisfactory to the Agent and the Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in minimum increments a principal amount of at least $5,000,000 and integral multiples of $500,000 1,000,000 in excess thereof. The Total Commitments and a minimum amount the Maximum Revolver Amount may be increased pursuant to this Section 2.1(i) after the Third Amendment Date on no more than 2 occasions. Each of $2,500,000 the following shall be conditions precedent to any Increase of the Total Commitments and the Maximum Revolver Amount: the Agent or equal the Borrowers shall have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to the remaining Incremental Revolving Facility Amount) Agent and the date on Borrowers to provide such Increase and such lenders, each Borrower and the Agent have signed an amendment/joinder agreement to this Agreement, in form and substance reasonably satisfactory to the Agent, to which such increase is requested lenders, the Borrowers, and the Agent are party, no Default shall have occurred and be continuing or would result from the borrowings to become be made on the effective (which date of such Increase, the representations and warranties contained in this Agreement and the other Loan Documents shall be not less than 10 Business Days nor more than 60 days after true and correct in all material respects on and as of the date of such notice Increase, as though made on and which, in any event, must be prior as of such date (except to the Revolving Credit Maturity Date), extent that such representations and shall offer each Revolving Lender the opportunity warranties relate solely to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayedearlier date), and the Borrower shall deliver or cause to be delivered officer's certificates and each Augmenting Revolving Lender legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Agent. The terms and conditions of Advances made pursuant to new Revolver Commitments shall execute all such documentation as be identical to terms and conditions the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunderAdvances, Any such increase may be made unless otherwise agreed in an amount that is less than the increase requested writing by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Required Lenders. [intentionally omittedIntentionally Omitted].

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default or Event of Default, by written and the increase of the Aggregate Commitments and the incurrence of Loans or the issuance of such Letters of Credit shall thereafter not violate, result in a default under, or require the granting of a Lien to the holders of Indebtedness under, the Senior Subordinated Notes or cause any of the Obligations hereunder to cease to be “Senior Indebtedness” (as defined in the Subordinated Debt Documents), upon notice to the Administrative Agent Agent, the Borrower may from time to time, request that an increase in the total Revolving Commitment be increased by Aggregate Commitments of all Lenders in an aggregate principal amount not to exceed $25.0 million; provided, however, that (i) no more than two such increase requests may be made and (ii) after giving effect to any such increases, the Incremental Revolving Facility Amount at such timeAggregate Commitments of all Lenders shall not exceed $150.0 million minus the aggregate amount of any permanent reduction of Commitments hereunder. Upon At the receipt time of sending notice of such request by to the Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). If requested to respond, each Lender in its sole and absolute discretion shall notify the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 within such time period whether or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the The Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and notify the Borrower and each Augmenting Revolving Lender shall execute all such documentation as of the Administrative Agent shall reasonably specify Lenders’ responses to evidence its Revolving Commitment and/or its status as each request made hereunder. If the Lenders do not agree to the full amount of a Revolving Lender hereunderrequested increase, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable may then invite a Lender or any Lenders to arrange for, increase their Commitments or chooses not invite additional financial institutions (solely to arrange for, Augmenting the extent otherwise permitted by Section 11.07) to become Lenders pursuant to a Joinder Agreement. Keystone Revolving Lenders.Credit Agreement

Increase in Revolving Commitments. (a) The Borrower mayshall have the right, exercisable up to five (5) times, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth be irrevocable once given; provided that after giving effect to any and all such increases the aggregate amount of the requested Revolving Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such increase (which shall in the Revolving Commitments must be in minimum increments of $500,000 and a an aggregate minimum amount of $2,500,000 25,000,000 (or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to lesser amount as the Borrower and the Administrative Agent given not more than 10 days after may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the date Borrower, shall manage all aspects of the Administrative Agent’s noticesyndication of such increase in the Revolving Commitments, either 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 and the Fees to be paid for such increased Commitments; provided, that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment by all or provide a portion 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 subject to and in accordance with the provisions of the offered amount (each Revolving Section 13.5(b). If a new Lender so agreeing being an “Increasing Revolving Lender”) becomes a party to this Agreement, or decline to increase if any existing Lender is increasing its Revolving Commitment Commitment, such Lender shall on the date it becomes a Lender hereunder (and any Revolving Lender that does not deliver such a notice within such period or in the case of 10 days shall be deemed to have declined to increase an existing Lender, increases its Revolving Commitment) (each and as a condition thereto) purchase from the other Lenders its Revolving Lender so declining Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.2(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) no Default or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, Event of Default shall exist on the 10th day after effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all Fees required in connection with such increased Revolving Commitments, and (z) the Administrative Agent shall have delivered a notice pursuant received each of the following, in form and substance reasonably satisfactory to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant Administrative Agent: (i) if not previously delivered to the preceding sentence Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase their and (B) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a new Revolving Commitments by an aggregate amount less than the increase requested Note executed by the Borrower, payable to such Borrower may arrange for one or more banks or other entities (new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such bank or other entity being called an “Augmenting Revolving Lender”), which may include ’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 Lender, to extend increase in the aggregate amount of the Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal pursuant to the unsubscribed amount; providedthis Section 2.15, however, that each Augmenting Revolving any Lender becoming a party hereto shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender (1) execute such documents and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving request and (2) in the case of any Lender hereunder, Any such increase may be made in an amount that is less than organized under the increase requested by laws 52 of a jurisdiction outside of the Borrower if United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such Borrower is unable other information as shall be necessary for the Administrative Agent to arrange forcomply with “know your customer” and anti-money laundering rules and regulations, or chooses not to arrange for, Augmenting Revolving Lendersincluding the Patriot Act.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right to request, not more frequently than once per calendar quarter, increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments of all of the Lenders shall not exceed Two Hundred Million Dollars ($200,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of Twenty-Five Million Dollars ($25,000,000) and integral multiples of Twenty-Five Million Dollars ($25,000,000) in excess thereof. Administrative Agent, in consultation with 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. 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 Revolving Commitment Percentage (determined with respect to the Lenders’ relative Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to 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 Revolving Loans to be purchased by such Lender; plus (b) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent (together with any other conditions precedent imposed by Administrative Agent and the Lenders in their sole and absolute discretion): (i) no Event of Default shall be in existence on the effective date of such increase; (ii) the representations and warranties made or deemed made by Borrower and Guarantor in any Loan Document shall be true or 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 accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; (iii) Administrative Agent shall have received each of the following, in form and substance satisfactory to Administrative Agent: (A) such agreements, the Swingline Lender amendments, promissory notes, documents, certificates and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation instruments as the Administrative Agent shall reasonably specify require to evidence the increase in the Revolving Loan Commitment; (B) an acknowledgement and ratification by Guarantor of its Revolving Commitment and/or its status obligations under the Guaranty and the Hazardous Materials Indemnity Agreement; (C) an opinion of counsel to Borrower and Guarantor, and addressed to Administrative Agent and the Lenders covering such matters as a Revolving Lender hereunder, Any reasonably requested by Administrative Agent; and (D) endorsements to the Title Policies dating down the effective date of such Title Policies and increasing such Title Policies by the amount of such increase in the Revolving Loan Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.13, any Lender becoming a party hereto shall execute such documents and agreements as Administrative Agent may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersreasonably request.

Increase in Revolving Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to timeAgent, request (each such request, a “Commitment Increase Request”) that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $250,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by Commitment Increase Request and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such Commitment Increase Request to each Revolving Lender. Such notice The Company shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount25,000,000 and in minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 15 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower Company and the Administrative Agent given not more than 10 20 days after the date of delivery by the Administrative AgentAgent of the Company’s noticeCommitment Increase Request, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any such Revolving Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In If at the event thatend of the 20 day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Revolving Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if such Increasing Lenders offer to increase their Revolving Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Revolving Facility Percentage. If, on the 10th 25th day after the Administrative Agent shall have delivered a notice pursuant to copy of a request by the second sentence of this paragraphCompany as set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment so requested by the BorrowerCompany, such Borrower the Company may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend commit to making Revolving Commitments or increase their existing Loans pursuant to a Revolving Commitments Commitment hereunder in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)no less than $15,000,000, and the Borrower Company and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its such Augmenting Lender’s Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower Company if such Borrower the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.02(b), the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Revolving Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.02(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 3.02, but otherwise without premium or penalty; provided, however, that the Administrative Agent, in exercising its discretion to take the actions permitted under this Section 2.02(b), shall use its commercially reasonable efforts to minimize the liability of the Borrowers arising under Section 3.02.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time after the First Amendment Effective Date request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or 10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the First Amendment Effective Date (together with the amount of Term Commitment Increases effected pursuant to Section 2.15) shall not exceed an amount equal to the remaining Incremental sum of (x) $175,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 1.75:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Revolving Facility AmountCredit Commitment Increases and all simultaneous Term Commitment Increases not utilizing the amounts in clause (x) or in proviso (ii)(A) of Section 2.15(a) below) and the date on which any other transaction in connection therewith (including any acquisition, disposition and/or incurrence or repayment of other Indebtedness); provided that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x). The Borrower may request additional Revolving Credit Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such increase is requested to Eligible Assignees shall become effective (which Revolving Credit Lenders hereunder. Schedule 2.01 shall be not less than 10 Business Days nor more than 60 days after the date of modified accordingly for all such notice and which, in any event, must be prior to the new Revolving Credit Maturity Date), Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the Borrower shall not be obligated to offer each Revolving any existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent (which shall promptly notify all of the Lenders), the Borrower may from time to time, time request that an increase in the total Revolving Commitment be increased Credit Commitments by an aggregate amount not to exceed the Incremental exceeding $100,000,000 (each request for an increase in Revolving Facility Amount at such time. Upon the receipt of Credit Commitments being a “Revolving Credit Commitment Increase”; provided that (i) any such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to 15,000,000 and (ii) the remaining Incremental Revolving Facility AmountBorrower may make a maximum of four such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) and shall specify the date on time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days nor more than 60 days after from the date of delivery of such notice and which, in any event, must be prior to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase (which it may determine in its sole discretion) its Revolving Credit Maturity Date)Commitment and, and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage Share of the proposed increased amountsuch requested increase. Each Revolving Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (. The Administrative Agent shall notify the Borrower and each Revolving Lender so declining or being deemed of the Lenders’ responses to have declined being a Non-Increasing Revolving Lender”)each request made hereunder. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphthat insufficient Revolving Credit Commitments are received, the Increasing Borrower may request additional Revolving Lenders Credit Commitments from new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignee shall have agreed pursuant to become a Revolving Credit Lender hereunder and the preceding sentence to increase their Revolving Commitments by an aggregate Borrower also may reduce the amount of such requested increase, so long as such reduced amount is not less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed minimum amount; provided, however, that each Augmenting Revolving Lender . Schedule 2.01 shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute modified accordingly for all such documentation as the Administrative Agent shall reasonably specify to evidence its new Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersCredit Commitments.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request (each such request, a “Commitment Increase Request”) that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $100,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by Commitment Increase Request and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such Commitment Increase Request to each Revolving Lender. Such notice The Borrower shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount25,000,000 and in minimum increments thereafter of $25,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 15 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 20 days after the date of delivery by the Administrative AgentAgent of the Borrower’s noticeCommitment Increase Request, either agree to participate in such increase its Revolving Commitment by all or a portion of the offered amount (each such Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any such Revolving Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphaddition, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lenderto commit to making Revolving Loans pursuant to a Revolving Commitment hereunder. If the Borrower so requests, the Administrative Agent shall have the option, but not the obligation, to extend Revolving Commitments use its reasonable efforts to arrange for one or increase their existing Revolving Commitments in an aggregate amount equal to more Augmenting Lenders on the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower’s behalf. The Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its such Augmenting Lender’s Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower (or if applicable, the Administrative Agent) is unable to arrange for, or chooses not to arrange for (or request that the Administrative Agent arrange for), Augmenting Lenders. Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any Increase in the Total Revolving Commitment pursuant to this Section 2.2(b), the outstanding Revolving Loans (if any) are held by the Revolving Lenders in accordance with their new Revolving Facility Percentages. This may be accomplished at the reasonable discretion of the Administrative Agent: (w) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Revolving Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.2(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 3.2, but otherwise without premium or penalty.

Increase in Revolving Commitments. (a) The Borrower may, Company may by written notice to the Administrative Agent from time and Syndication Agent elect to timerequest an increase to the existing Revolving Commitments (any such increase, request that the total "New Revolving Commitment be increased Commitments"), by an aggregate amount not to exceed in excess of $25,000,000 in the Incremental Revolving Facility Amount at such time. Upon the receipt aggregate or a lesser amount in integral multiples of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender$1,000,000. Such notice shall set forth specify (A) the amount of date (an "Increased Amount Date") on which Company proposes that the requested increase (New Revolving Commitments be made available, which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of on which such notice and which, in any event, must be prior is delivered to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after and (B) the date identity of each Lender or Person that meets the Administrative Agent’s noticerequirements of an Eligible Assignee (each, either agree a "New Revolving Lender") to increase its whom Company proposes all or any portion of such New Revolving Commitment by Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the offered amount New Revolving Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment. Such New Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (each 1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Lender so agreeing being an “Increasing Commitments; (2) such increase in the Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days Commitments shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments evidenced by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Joinder Agreements executed and delivered to Administrative Agent by each New Revolving Lender”), and each shall be recorded in the Register, each of which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval requirements set forth in Section 2.20(c); (3) Company shall make any payments required pursuant to Section 2.18(c) in connection with the provisions of the New Revolving Commitments; and (4) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative AgentAgent in connection with any such transaction. On any Increased Amount Date on which New Revolving Commitments are effected, subject to the Swingline Lender satisfaction of the foregoing terms and conditions, (a) each of the Issuing Bank (which approvals existing Revolving Lenders shall not be unreasonably withheld or delayed)assign to each of the New Revolving Lenders, and each of the Borrower New Revolving Lenders shall purchase from each of the existing Revolving Lenders, at the principal amount thereof, such interests in the Revolving Loans and Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and Letters of Credit will be held by existing Revolving Lenders and New Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Augmenting Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Lender shall execute become a Lender with respect to the Revolving Loan Commitments and all such documentation as the matters relating thereto. The Administrative Agent shall reasonably specify to evidence its notify the Lenders promptly upon receipt of Company's notice of an Increased Amount Date and, in respect thereof, the New Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than Commitments and the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting New Revolving Lenders.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $30,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such request to each Revolving Lender. Such notice The Borrower shall set forth in such request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 10,000,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving such Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphas set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend commit to making Revolving Commitments or increase their existing Loans pursuant to a Revolving Commitments Commitment hereunder in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed)no less than $10,000,000, and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Lender Commitment hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.02, the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.02(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 3.02, but otherwise without premium or penalty.

Increase in Revolving Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent (which shall promptly deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity DateLenders), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested executed by the Borrower, such Borrower may arrange for Company and one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting Revolving "Increasing Lender”"), which may include any Lender, to extend cause Revolving Commitments to be extended by the Increasing Lenders (or increase their existing cause the Revolving Commitments of the Increasing Lenders to be increased, as the case may be) in an amount not less than $5,000,000 and in an aggregate amount equal to the unsubscribed amount; that is an integral multiple of $1,000,000 for each Increasing Lender set forth in such notice, provided, however, that (a) the aggregate amount of all new Revolving Commitments and increases in existing Revolving Commitments pursuant to this paragraph during the term of this Agreement shall in no event exceed $25,000,000, (b) each Augmenting Revolving Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank Agent (which approvals approval shall not be unreasonably withheld or delayed)withheld) and (c) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Borrower Company (an "Accession Agreement"). New Revolving Commitments and each Augmenting increases in Revolving Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall execute thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such documentation Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Revolving Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Revolving Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Revolving Commitments (or in the Revolving Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Administrative Agent shall reasonably specify have received a certificate, dated as of the effective date of such increase and executed by a Financial Officer of the Company, to evidence its the effect that the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase). Following any extension of a new Revolving Commitment and/or its status as or increase of a Lender's Revolving Lender hereunderCommitment pursuant to this Section, Any any Revolving Loans outstanding prior to the effectiveness of such extension or increase may shall continue outstanding until the ends of the respective Interest Periods applicable thereto, and shall then be repaid or refinanced with new Revolving Loans made in an amount that is less than the increase requested by the Borrower if such Borrower is unable pursuant to arrange for, or chooses not to arrange for, Augmenting Revolving LendersSection 2.01.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of the increases in the Revolving Commitments shall not exceed $100,000,000. 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 Revolving Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.3.(j) 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 Revolving 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 Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited 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 the Swingline Lender Secretary or Assistant Secretary of (A) all partnership action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by the Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, an opinion of counsel to the Loan Parties, and addressed to the Administrative Agent and the Issuing Bank Lenders covering such matters as reasonably requested by the Administrative Agent; and (which approvals iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving 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 any Lender becoming a party hereto shall not be unreasonably withheld or delayed), (1) execute such documents and the Borrower and each Augmenting Revolving Lender shall execute all such documentation agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving request and (2) in the case of any Lender hereunder, Any such increase may be made in an amount that is less than organized under the increase requested by laws of a jurisdiction outside of the Borrower if United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such Borrower is unable other information as shall be necessary for the Administrative Agent to arrange forcomply with “know your customer” and anti-money laundering rules and regulations, or chooses not to arrange forincluding without limitation, Augmenting Revolving Lendersthe Patriot Act.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right at any time after the Effective Date and prior to the Revolving Termination Date to request increases in the aggregate amount of the Revolving Commitments by providing written notice thereof to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $4,000,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof (or, in each Augmenting case, in such less amounts as may be acceptable to the Administrative Agent and the Borrower). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments so as to achieve a syndication of such increase reasonably satisfactory to the Administrative Agent and the Borrower, 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 any such increase and the allocations of any increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the Administrative Agent and the Borrower. 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 Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6., 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters with respect to the increase of the Commitments as reasonably requested by the Administrative Agent; and (iii) except in the case of a Lender that has requested not to receive Notes, new Revolving Notes and/or Bid Rate Notes executed by the Borrower, payable to any such new Revolving Lenders and replacement Revolving Notes and/or Bid Rate Notes, as applicable, executed by the Borrower, payable to any such existing Revolving Lenders increasing their respective Revolving Commitments, in each Augmenting case, in the amount of 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 2.17. any Lender becoming a party hereto shall (1) execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving request and (2) in the case of any Lender hereunder, Any such increase may be made in an amount that is less than organized under the increase requested by laws of a jurisdiction outside of the Borrower if United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such Borrower is unable other information as shall be necessary for the Administrative Agent to arrange forcomply with “know your customer” and Anti-Money Laundering Laws, or chooses not to arrange forincluding without limitation, Augmenting Revolving Lendersthe Patriot Act.

Increase in Revolving Commitments. (ai) The At any time after the Interim Period and prior to the 365th day preceding the Revolving Maturity Date, the Borrower maymay effectuate one or more increases (but no more than three (3) increases in total) in the aggregate Revolving Commitments (each such increase being a “Commitment Increase”), by written notice designating either one or more of the existing Revolving Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after Issuing Bank) that at the date of such notice and whichtime agree, in the case of any event, must be prior to the Revolving Credit Maturity Date), and shall offer each such bank or financial institution that is an existing Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each as such Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Revolving Additional Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting Revolving Lender Commitment Increase shall be subject of at least $5,000,000, (B) the aggregate amount of all Commitment Increases shall not exceed $75,000,000 and (C) the aggregate Revolving Commitments, after giving effect to all Commitment Increases, shall not exceed $250,000,000. The sum of the increases in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.05(b) to the prior written approval Administrative Agent. This Section 2.05(b) shall not be construed to create any obligation on any of the Administrative Agent, Agent or any of the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld Revolving Lenders to advance or delayed), and to commit to advance any credit to the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable or to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Revolving Lenderscommit to advance any credit to the Borrower.

Increase in Revolving Commitments. (ai) The At any time prior to the Maturity Date, the Borrower maymay effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a “Commitment Increase”), by written notice designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent from Agent) that at the time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and whichagree, in the case of any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving such bank or financial institution that is an existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting Revolving Additional Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting Revolving Lender such Commitment Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Commitment Increases shall not exceed $95,000,000, and (C) all Revolving Commitments and Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the increases in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this clause (c) to the Administrative Agent and the Lenders. This Section 2.1(c) shall not be construed to create any obligation on any of the Administrative Agent, Agent or any of the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld Lenders to advance or delayed), and to commit to advance any credit to the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable or to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Revolving Lenderscommit to advance any credit to the Borrower.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or 15,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Closing Date (together with the amount of Term Commitment Increases effected pursuant to Section 2.15) shall not exceed an amount equal to the remaining Incremental greater of (x) $300,000,000 and (y) an amount that would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (and assuming for purposes of such calculation that such Revolving Facility Amount) Credit Commitment Increase is fully drawn). The Borrower may request additional Revolving Credit Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignees shall become Revolving Credit Lenders hereunder. Schedule 2.01 shall be modified accordingly for all such new Revolving Credit Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the date on which such increase is requested Borrower shall not be obligated to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in offer any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right, at any time and from time to time, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to time, request that any such increases the total aggregate amount of the Revolving Commitment Commitments shall not exceed $800,000,000 minus the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.12. hereof. Each such increase in the Revolving Commitments must be increased by an aggregate minimum amount not to exceed of $10,000,000 and integral multiples of $5,000,000 in excess thereof. If the Incremental Revolving Facility Amount at such time. Upon the receipt of such request is approved by the Administrative Agent, the Administrative Agent Agent, in consultation with the Borrower, shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount manage all aspects of the requested syndication of such increase (which 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; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such increases in Commitments or new Commitments, as the case may be, shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal reasonably acceptable to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which Borrower. No Lender shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, obligated in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by its Pro Rata Percentage 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 proposed increased amountoutstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) 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 Revolving Loans. Each The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. In connection with any increase of the Revolving Commitments under this Section, (I) the Borrower shall certify to any Person to become a Lender shallor any Lender increasing the amount of its Commitment whether (x) a 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 notice the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are 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 whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, (II) if a Default Event of Default exists or any such representation or warranty is not true and correct on the effective date of such increase, any Person to become a Lender or any Lender to increase the amount of its commitment may, in its sole discretion, elect not to do so, and (III) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent given not more than 10 days after and the date of Lenders covering such matters as reasonably requested by the Administrative Agent’s notice, either agree to increase its ; and (iii) new Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Borrower may arrange for one or more banks or other entities (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 such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend increase in the aggregate amount of the Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal pursuant to the unsubscribed amount; provided, however, that each Augmenting Revolving this Section 2.16. any Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The On not more than three occasions during any calendar year, the Borrower maymay submit to the Administrative Agent the Borrower’s written request that the Revolving Commitments be increased up to a total amount not to exceed on any such occasion $1,250,000,000 (the requested amount on each such occasion being the “Maximum Revolving Commitments”), by and the Administrative Agent shall promptly give notice of such request to each Lender (the “Revolving Commitment Increase Notice”). Within fifteen (15) Business Days after its receipt from the Administrative Agent of a Revolving Commitment Increase Notice, each Lender that desires to increase its Revolving Commitment in response to such request (each such Lender, a “Consenting Lender”) shall deliver written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity its election to increase its Revolving Commitment by and the maximum amount of such increase (for each Consenting Lender, its Pro Rata Percentage “Additional Revolving Commitment”), which may not be larger than the excess of (a) the proposed increased amountMaximum Revolving Commitments, over (b) the Revolving Commitments then in effect. Each Revolving The failure of any Lender shall, by notice to the Borrower and so notify the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s noticeits election and its Additional Revolving Commitment, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days if any, shall be deemed to have declined be a refusal by such Lender to increase its Revolving Commitment) (each . If the sum of the Revolving Lender so declining or being deemed to have declined being a Non-Increasing Commitments then in effect plus the aggregate Additional Revolving Lender”). In Commitments does not exceed the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphMaximum Revolving Commitments, the Increasing Revolving Lenders Commitment of each Consenting Lender shall have agreed pursuant to be increased by its Additional Revolving Commitment as hereinafter provided. If the preceding sentence to increase their sum of the Revolving Commitments then in effect plus the aggregate Additional Revolving Commitments exceeds the Maximum Revolving Commitments, the Revolving Commitment of each Consenting Lender shall be increased by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountproduct of (i) such Consenting Lender’s Additional Revolving Commitment multiplied by (ii) the quotient of (a) the excess of (A) the Maximum Revolving Commitments, over (B) the Revolving Commitments then in effect, divided by (b) the aggregate Additional Revolving Commitments of all Consenting Lenders. Any increase in the Revolving Commitments shall be effective as of the date specified pursuant to Section 2.23(c); provided, however, that each Augmenting the Revolving Lender shall be subject to Commitments may not at any time exceed the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Maximum Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from At any time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date, the Borrower may effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a "Revolving Facility Increase"), by designating either one or more of the existing Revolving Lenders (each of which, in its sole discretion, may determine whether and shall offer each to what degree to participate in such Revolving Facility Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent, the Issuing Lenders and the Swingline Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “"Increasing Revolving Lender”") or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting "Additional Revolving Lender”"), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting such Revolving Lender Facility Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Revolving Facility Increases shall not exceed $250,000,000, and (C) except as otherwise provided below, all Revolving Commitments and Revolving Advances provided pursuant to a Revolving Facility Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the increases in the Revolving Commitments of the Increasing Revolving Lenders plus the Revolving Commitments of the Additional Revolving Lenders upon giving effect to a Revolving Facility Increase shall not, in the aggregate, exceed the amount of such Revolving Facility Increase. The Borrower shall provide prompt notice of any proposed Revolving Facility Increase pursuant to this clause (d)(i) to the Administrative Agent and the Lenders. This Section 2.1(d)(i) shall not be construed to create any obligation on any of the Administrative Agent, Agent or any of the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld Lenders to advance or delayed), and to commit to advance any credit to the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable or to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Revolving Lenderscommit to advance any credit to the Borrower.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or 15,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Restatement Closing Date (together with the amount of Term Commitment Increases effected pursuant to Section 2.15) shall not exceed an amount equal to the remaining Incremental Revolving Facility Amountsum of (x) $300,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 2.00:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x) and the date on which assuming for purposes of such increase calculation that such Revolving Credit Commitment Increase is requested fully drawn); provided, that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x). The Borrower may request additional Revolving Credit Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such Eligible Assignees shall become effective (which Revolving Credit Lenders hereunder. Schedule 2.01 shall be not less than 10 Business Days nor more than 60 days after the date of modified accordingly for all such notice and which, in any event, must be prior to the new Revolving Credit Maturity Date), Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the Borrower shall not be obligated to offer each Revolving any existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease.

Increase in Revolving Commitments. (a) The Borrower --------------------------------- Company may, by written notice to the Administrative Agent from time to timeUS Agent, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request executed by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 Company and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting a "Prospective Revolving Lender”"), which may include any Lender, to extend cause the ---------------------------- Revolving Commitments of the Prospective Revolving Lenders to be increased (or increase their existing cause Revolving Commitments to be extended by the Prospective Revolving Lenders, as the case may be) in an aggregate amount equal to the unsubscribed amount; for each Prospective Revolving Lender set forth in such notice, provided, however, that (a) the aggregate -------- ------- amount of the Lenders' Revolving Commitments after giving effect to such increase shall in no event exceed US$185,000,000, (b) each Augmenting Prospective Revolving Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank US Agent (which approvals approval shall not be unreasonably withheld or delayed)withheld) and (c) each Prospective Revolving Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Borrower US Agent a duly executed Accession Agreement. Increases and each Augmenting new Revolving Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Revolving Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Revolving Lender is a party, (i) such Prospective Revolving Lender shall execute thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Revolving Commitment of the additional Lender as provided in such documentation as Accession Agreement. Upon the Administrative effectiveness of any increase pursuant to this Section in the Revolving Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Revolving Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Revolving Commitments (or in the Revolving Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the US Agent shall reasonably specify have received a certificate to evidence its that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Revolving Commitment and/or its status as or any extension of a new Revolving Lender hereunderCommitment pursuant to this paragraph, Any any Revolving Loans outstanding prior to the effectiveness of such increase may or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Revolving Loans made in an amount that is less than the increase requested by the Borrower if such Borrower is unable pursuant to arrange for, or chooses not to arrange for, Augmenting Revolving LendersSections 2.01 and 2.03.

Increase in Revolving Commitments. (a) The Borrower may, Company may by written notice to the Administrative Agent from time and Syndication Agent elect to timerequest an increase to the existing Revolving Commitments (any such increase, request that the total “New Revolving Commitment be increased Commitments”), by an aggregate amount not to exceed in excess of $25,000,000 in the Incremental Revolving Facility Amount at such time. Upon the receipt aggregate or a lesser amount in integral multiples of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender$1,000,000. Such notice shall set forth specify (A) the amount of date (an “Increased Amount Date”) on which Company proposes that the requested increase (New Revolving Commitments be made available, which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of on which such notice and which, in any event, must be prior is delivered to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after and (B) the date identity of each Lender or Person that meets the Administrative Agent’s noticerequirements of an Eligible Assignee (each, either agree a “New Revolving Lender”) to increase its whom Company proposes all or any portion of such New Revolving Commitment by Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the offered amount New Revolving Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment. Such New Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (each 1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Lender so agreeing being an “Increasing Commitments; (2) such increase in the Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days Commitments shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments evidenced by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Joinder Agreements executed and delivered to Administrative Agent by each New Revolving Lender”), and each shall be recorded in the Register, each of which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval requirements set forth in Section 2.20(c); (3) Company shall make any payments required pursuant to Section 2.18(c) in connection with the provisions of the New Revolving Commitments; and (4) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative AgentAgent in connection with any such transaction. On any Increased Amount Date on which New Revolving Commitments are effected, subject to the Swingline Lender satisfaction of the foregoing terms and conditions, (a) each of the Issuing Bank (which approvals existing Revolving Lenders shall not be unreasonably withheld or delayed)assign to each of the New Revolving Lenders, and each of the Borrower New Revolving Lenders shall purchase from each of the existing Revolving Lenders, at the principal amount thereof, such interests in the Revolving Loans and Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and Letters of Credit will be held by existing Revolving Lenders and New Revolving Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Augmenting Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Lender shall execute become a Lender with respect to the Revolving Loan Commitments and all such documentation as the matters relating thereto. The Administrative Agent shall reasonably specify to evidence its notify the Lenders promptly upon receipt of Company’s notice of an Increased Amount Date and, in respect thereof, the New Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than Commitments and the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting New Revolving Lenders.

Increase in Revolving Commitments. (a) The Borrower mayProvided there exists no Default or Event of Default, by written upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request that an increase in the total Aggregate Revolving Commitment be increased by Commitments to an amount (for all such requests) not exceeding an aggregate amount not additional $200,000,000 of Revolving Commitments (in addition to exceed the Incremental $300,000,000 of Aggregate Revolving Facility Amount at such time. Upon Commitments in effect on the receipt of Closing Date); provided that (i) any such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount5,000,000, (ii) and the date on which such increase is requested to become effective (which no Lender shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in have any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity obligation to increase its Revolving Commitment by without its Pro Rata Percentage consent, and (iii) the Borrower may make a maximum of four such requests. At the proposed increased amount. Each time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall also specify (A) the upfront fee, if any, to be paid to the Lenders which agree to provide the requested increase in Revolving Commitments, and (B) the time period within which each Lender shall, by is requested to respond (which shall in no event be less than five (5) Business Days from the date of delivery of such notice to the Borrower and Lenders). Each Lender shall notify the Administrative Agent given within such time period whether or not more than 10 days after the date of the Administrative Agent’s notice, either agree it agrees to increase its Revolving Commitment and, if so, whether by all an amount equal to, greater than, or a portion less than its Pro Rata Share of the offered amount (each Revolving such requested increase. Any Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. If following such time period the Lenders have delivered not agreed to provide the full amount of a notice pursuant to the second sentence of this paragraphrequested increase, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by then the Borrower, at its option, may (i) rescind all or a portion of such Borrower may arrange for request made to the existing Lenders under this Section 2.20 and instead invite one or more banks or other entities Eligible Assignees reasonably acceptable to the Administrative Agent, the Fronting Banks and the Swingline Lender (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lenderbe, but need not be, one or more of the existing Lenders (other than Defaulting Lenders)) to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a Lender hereunder pursuant to the unsubscribed amounta Joinder Agreement; provided, however, that each Augmenting Revolving Lender such Eligible Assignee or Eligible Assignees shall be subject have agreed to (x) provide the full amount of such requested increase (and shall not receive any upfront fees except as have been offered to the prior written approval of Lenders) and (y) become a party to this Agreement, (ii) accept the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be offers made in an amount that is less than the increase requested by the Borrower if such Borrower is unable existing Lenders or (iii) accept the offers made by the existing Lenders and also invite additional Eligible Assignees to arrange for, or chooses not become Lenders pursuant to arrange for, Augmenting Revolving Lendersa Joinder Agreement.

Increase in Revolving Commitments. Effective as of the First Amendment Effective Date, each Additional Revolving Commitment Lender hereto agrees to provide an increased Facility B Revolving Commitment or new Facility B Revolving Commitment, to the extent applicable, in an amount equal to such Facility B Revolving Commitment amount set forth next to such Additional Revolving Commitment Lender’s name on Schedule I hereto under the caption “Additional Revolving Facility B Commitments”. Each Additional Revolving Commitment Lender that is not a Revolving Lender (each a “New Lender”) immediately prior to giving effect to the First Amendment Effective Date (a) The Borrower mayacknowledges that it has received a copy of the Amended Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements delivered by written notice the Company pursuant to the Amended Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to become a Lender under the Amended Credit Agreement; and (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Amended Credit Agreement. Each New Lender represents and warrants that (a) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Amendment and to become a Lender under the Amended Credit Agreement; and (b) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution and delivery of this Amendment and the performance of its obligations as a Lender under the Amended Credit Agreement. Furthermore, each New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Administrative Agent may reasonably request in connection with the transactions contemplated by this Amendment, including that each New Lender shall promptly execute and deliver Annex II to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such timeAgent. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Each New Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice signature to the Borrower this Amendment acknowledges and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event agrees that, on the 10th day after date hereof, each such New Lender shall be bound by the terms of the Amended Credit Agreement as fully and to the same extent as if such New Lender were an original Lender under the Amended Credit Agreement. The parties hereto agree (a) that the increase to the Revolving Commitments shall be effective as of the First Amendment Effective Date, (b) to waive the three Business Day period prior to effectiveness of such increase and (c) to waive the requirement that the Administrative Agent shall have delivered a notice pursuant receive and accept increase letters in the form of Annex 1 or Annex 2 to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.Exhibit E.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Parent Borrower may from time to time request an increase in the Commitments on the same terms as the existing Commitments (each request for an increase in Commitments being a “Revolving Credit Commitment Increase”); 83 provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Closing Date shall deliver a copy thereof to each Revolving Lendernot exceed $150,000,000. Such notice shall set forth (x) the amount of the requested increase Revolving Credit Commitment Increase being requested, and (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amounty) and the date (an “Increase Effective Date”) on which such increase Revolving Credit Commitment Increase is requested to become effective (which which, unless otherwise agreed by the Administrative Agent, shall not be not less than 10 Business Days nor more than 60 days after the date of such notice notice). The Parent Borrower may request additional Commitments from existing Lenders or Additional Lenders and whichupon execution of a customary joinder agreement, in such Additional Lenders shall become Lenders hereunder. Schedule 1.01(f) hereto shall be modified accordingly for all such new Commitments. No Lender shall be obligated to provide any event, must new Commitments unless it so agrees and the Borrowers shall not be prior obligated to the Revolving Credit Maturity Date), and shall offer each Revolving any existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease.

Increase in Revolving Commitments. (a) The Borrower maySo long as no Default has occurred and is continuing and no Default would result therefrom, by written upon notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver Borrower may from time to time request an increase in the Revolving Credit Commitments on the same terms as the existing Revolving Credit Commitments (each request for an increase in Revolving Credit Commitments being a copy thereof to each “Revolving Lender. Such notice shall set forth the amount of the requested Credit Commitment Increase”); provided that (i) any such request for an increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or 10,000,000 (unless the Administrative Agent otherwise agrees) and (ii) the aggregate amount of Revolving Credit Commitment Increases effected from time to time after the Closing Date (together with the amount of Term Commitment Increases effected pursuant to Section 2.15) shall not exceed an amount equal to the remaining Incremental sum of (x) $150,000,000 plus (y) such additional amounts as would not cause the Consolidated Senior Secured Leverage Ratio to exceed 1.75:1.00 for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered and calculated on a pro forma basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Revolving Facility AmountCredit Commitment Increases and all simultaneous Term Commitment Increases not utilizing the amounts in clause (x) or in proviso (ii)(A) of Section 2.15(a) below) and the date on which any other transaction in connection therewith (including any acquisition, disposition and/or incurrence or repayment of other Indebtedness); provided that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x). The Borrower may request additional Revolving Credit Commitments from existing Lenders or new lenders that are Eligible Assignees and upon execution of a Joinder Agreement, such increase is requested to Eligible Assignees shall become effective (which Revolving Credit Lenders hereunder. Schedule 2.01 shall be not less than 10 Business Days nor more than 60 days after the date of modified accordingly for all such notice and which, in any event, must be prior to the new Revolving Credit Maturity Date), Commitments. No Lender shall be obligated to provide any new Revolving Credit Commitments unless it so agrees and the Borrower shall not be obligated to offer each Revolving any existing Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and provide any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersIncrease.

Increase in Revolving Commitments. (a) The Borrower mayRepresentative, by written notice to on behalf of the Administrative Agent Borrowers, shall have the right from time to timetime to request an increase in the aggregate Revolving Commitments by obtaining new or additional Revolving Commitments, request either from one or more of the existing Lenders or from other lending institutions, provided that (i) the total aggregate Revolving Commitment be increased by an aggregate amount Commitments of all Lenders under the terms of this Agreement, after giving effect to such additional Revolving Commitments, would not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent$150 million, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth (ii) the amount of the such requested increase (which shall be is in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount5 million, (iii) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given has approved the identity of any such new Revolving Lender, such approval not more than 10 days after the date to be unreasonably withheld, and (iv) any such new Revolving Lender assumes all of the Administrative Agent’s noticerights and obligations of a “Revolving Lender” hereunder. No existing or new Lender shall have any obligation to provide new or additional Revolving Commitments under this Section or otherwise, either agree and each Lender in its sole discretion may decline to increase its provide any additional Revolving Commitments. Any amendment hereto reflecting any new or additional Revolving Commitment in accordance with the terms of this Section and approved by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant be in form and substance satisfactory in all reasonable respects to the second sentence of this paragraph, Administrative Agent and shall only require the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval signatures of the Administrative Agent, the Swingline Lender Borrowers and the Issuing Bank Lender(s) being added or increasing their Revolving Commitment. As a condition precedent to such an increase, the Borrower Representative shall deliver to the Administrative Agent (a) a certificate of each Loan Party (in sufficient copies for each Lender) signed by an authorized officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which approvals shall not be unreasonably withheld or delayedcase they are true and correct as of such earlier date, and (B) no Default exists, and (b) favorable written opinion letters of counsel for the Borrowers, in form and substance satisfactory to the Administrative Agent in all reasonable respects, similar as is relevant to the opinion letters delivered pursuant to Section 4.01(d), covering such increased Revolving Commitments. Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and each Augmenting Revolving Lender shall execute all such documentation as become part of this Agreement. On the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any date of any such increase may in Revolving Commitments, all outstanding Revolving Loans shall be made in an amount that is less than reallocated among the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders (including any newly added Revolving Lenders) in accordance with the Revolving Lenders’ respective revised Applicable Percentages, subject in all respects to Section 2.14.

Increase in Revolving Commitments. (ai) The Borrower mayshall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Revolving Commitments by written notice adding, subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Revolving Commitments; provided however that: (A) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the aggregate Revolving Commitments to exceed $300,000,000, (C) no Lender’s Revolving Commitment shall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent from time to timeand executed by the Borrower, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent New Lenders, if any, and Lenders increasing their Revolving Commitments, if any, and which shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth indicate the amount and allocation of such increase in the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to increase (the Revolving Credit Maturity “Increase Effective Date”), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving financial institution that becomes a New Lender shall, pursuant to this Section by notice the execution and delivery to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to applicable commitment increase its Revolving Commitment by agreement shall be a “Lender” for all or a portion of purposes under this Agreement on the offered amount (applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment Increase Effective Date (and pay any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice additional amounts required pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant Section 2.16) to the preceding sentence extent necessary to keep the outstanding Revolving Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase their in the Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersunder this Section.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $75,000,000.00. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000.00 and integral multiples of $5,000,000.00 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and each Augmenting the Guarantors addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving 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 2.17, any Lender becoming a party hereto shall (1) execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving request and (2) in the case of any Lender hereunder, Any such increase may be made in an amount that is less than organized under the increase requested by laws of a jurisdiction outside of the Borrower if United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such Borrower is unable other information as shall be necessary for the Administrative Agent to arrange forcomply with “know your customer” and anti-money laundering rules and regulations, or chooses not to arrange forincluding without limitation, Augmenting Revolving Lendersthe Patriot Act.

Increase in Revolving Commitments. Subject to the terms and conditions --------------------------------- set forth herein, the Borrowers shall have the right to request, at any time and from time to time from the Closing Date until the Maturity Date, to increase the Revolving Committed Amount by an amount up to $200,000,000 in the aggregate; provided that (ai) The Borrower mayany such increase shall be in a minimum principal amount of -------- $25,000,000 and integral multiples of $10,000,000 in excess thereof (or the remaining amount, if less), (ii) Schedule I shall be amended to reflect the ---------- revised commitment percentages and commitment amounts of the Lenders, (iii) if any Revolving Loans are outstanding at the time of any such increase, the Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 3.07) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders, and (iv) the conditions to Extensions of Credit in Sections 5.02(b), (c) and (d) shall be true and correct. An increase in the Revolving Committed Amount hereunder shall be subject to satisfaction of the following: (A) in the case of any such request for an increase in the Revolving Committed Amount, the amount of such increase shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are, in their sole discretion, willing to take shall exceed the amount requested by written notice the Borrowers, then the amount of such increase shall be apportioned among such existing Lenders in proportion to the commitments of such existing Lenders willing to take additional commitments, and (B) in the case of any such request for an increase in the Revolving Committed Amount, if the amount of the additional commitments requested by the Borrowers shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrowers may invite other banks and financial institutions reasonably acceptable to the Administrative Agent from time to timejoin this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, request provided that the total Revolving Commitment be increased by each such other bank and financial institution shall constitute an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 "Eligible Assignee" and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior such case such other banks and financial institutions shall enter into such joinder agreements to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation give effect thereto as the Administrative Agent shall and the Borrowers may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from At any time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date, the Borrower may effectuate up to three separate increases in the aggregate Revolving Commitments (each such increase being a "Revolving Facility Increase"), by designating either one or more of the existing Revolving Lenders (each of which, in its sole discretion, may determine whether and shall offer each to what degree to participate in such Revolving Facility Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent, the Issuing Lenders and the Swingline Lender) that at the time agree, in the case of any such bank or financial institution that is an existing Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving as such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount shall so select (each Revolving Lender so agreeing being an “"Increasing Revolving Lender”") or decline to increase its Revolving Commitment (and and, in the case of any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called financial institution (an “Augmenting "Additional Revolving Lender”"), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal become a party to the unsubscribed amountthis Agreement; provided, however, that (A) each Augmenting such Revolving Lender Facility Increase shall be subject at least $25,000,000, (B) the aggregate amount of all Revolving Facility Increases shall not exceed $100,000,000, and (C) except as otherwise provided below, all Revolving Commitments and Revolving Advances provided pursuant to a Revolving Facility Increase shall be available on the same terms as those applicable to the prior written approval existing Revolving Commitments and Revolving Advances. The sum of the increases in the Revolving Commitments of the Increasing Revolving Lenders plus the Revolving Commitments of the Additional Revolving Lenders upon giving effect to a Revolving Facility Increase shall not, in the aggregate, exceed the amount of such Revolving Facility Increase. The Borrower shall provide prompt notice of any proposed Revolving Facility Increase pursuant to this clause (d)(i) to the Administrative Agent and the Lenders. This Section 2.1(d)(i) shall not be construed to create any obligation on any of the Administrative Agent, Agent or any of the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld Lenders to advance or delayed), and to commit to advance any credit to the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable or to arrange for, for any other Person to advance or chooses not to arrange for, Augmenting Revolving Lenderscommit to advance any credit to the Borrower.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $300,000,000 (less any reductions in the Revolving Commitments effected pursuant to Section 2.10(c)). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 3.02 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (w) no Default or Event of Default shall be in existence on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Credit Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty 45 qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, (y) the Borrower, after giving effect to the full amount of the increase of Revolving Commitments as Indebtedness, would be in pro forma compliance with the covenants set forth in Section 7.08 and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by an Authorized Officer of (A) all corporate, partnership, member or other necessary action taken by the Swingline Lender Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase and any other Credit Party authorizing such Credit Party, as applicable, to provide security interests in respect of such increase; (which approvals shall not be unreasonably withheld or delayed)ii) an opinion of counsel to the Borrower, the Guarantors, and the Borrower other Credit Parties and each Augmenting addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Facility Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Facility Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments, (iv) an updated “Eagle 9” insurance policy which increases the coverage thereunder by the amount of such increase in the Revolving Commitments, and (v) a certificate from an Authorized Officer certifying the matters referred to in the preceding clauses (x), (y) and (z). In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.15, any Lender becoming a party hereto shall (execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right, at any time and from time to time, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to time, request that any such increases the total aggregate amount of the Revolving Commitment Commitments shall not exceed $1,500,000,000 minus the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.12. hereof. Each such increase in the Revolving Commitments must be increased by an aggregate minimum amount not to exceed of $10,000,000 and integral multiples of $5,000,000 in excess thereof. If the Incremental Revolving Facility Amount at such time. Upon the receipt of such request is approved by the Administrative Agent, the Administrative Agent Agent, in consultation with the Borrower, shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount manage all aspects of the requested syndication of such increase (which 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; provided that any such other banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such increases in Commitments or new Commitments, as the case may be, shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal reasonably acceptable to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which Borrower. No Lender shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, obligated in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by its Pro Rata Percentage 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 proposed increased amountoutstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) 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 Revolving Loans. Each The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. In connection with any increase of the Revolving Commitments under this Section, (I) the Borrower shall certify to any Person to become a Lender shallor any Lender increasing the amount of its Commitment whether (x) a 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 notice the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are 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 whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, (II) if a Default Event of Default exists or any such representation or warranty is not true and correct on the effective date of such increase, any Person to become a Lender or any Lender to increase the amount of its commitment may, in its sole discretion, elect not to do so, and (III) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent given not more than 10 days after and the date of Lenders covering such matters as reasonably requested by the Administrative Agent’s notice, either agree to increase its ; and (iii) new Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Borrower may arrange for one or more banks or other entities (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 such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend increase in the aggregate amount of the Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal pursuant to the unsubscribed amount; provided, however, that each Augmenting Revolving this Section 2.16. any Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases shall not exceed $160,000,000 (i.e., after giving effect to any such increases, the aggregate amount of the Revolving Commitments shall not exceed $400,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 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 then-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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in Same Day Funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 a Borrower in any Loan Document to which such Borrower is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase; (ii) an opinion of counsel to the Borrower addressed to the Administrative Agent and the Issuing Bank Lenders, covering such matters as reasonably requested by the Administrative Agent; (which approvals shall not be unreasonably withheld iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Xxxxxx’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments; (iv) such duly executed modifications of any existing Mortgages as are necessary or delayed)appropriate to reflect that the aggregate Revolving Commitment has increased, and (v) a commitment from the Borrower and each Augmenting Revolving Lender shall execute all appropriate title insurance company to issue such documentation endorsements as the Administrative Agent may deem appropriate in connection with the modified Mortgages. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably specify request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment and/or its status as a shall (x) constitute Obligations under this Agreement and the other applicable Loan Documents, (y) will mature on the Revolving Lender hereunder, Any such increase may be made Loan Termination Date then in an amount that is less than effect and (z) have terms identical to the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting existing Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date for Revolving Loans and Revolving Commitments to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $500,000,000 (less the aggregate amount of reductions of Revolving Commitments effected pursuant to Section 2.12.). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof. The Borrower may invite any Lender and/or any Affiliate of any Lender and/or any other Person (other than the Borrower or any of the Borrower’s Affiliates or Subsidiaries) to provide an increase or a new Revolving Commitment, as the case may be. 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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) 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 Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the prior written approval following conditions precedent: (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 in all material respects 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 in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Issuing Bank Borrower to authorize such increase and (which approvals shall not be unreasonably withheld or delayed)B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and each Augmenting the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments unless such Lender has requested not to receive a Revolving Note. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases shall not exceed $160,000,000 (i.e., after giving effect to any such increases, the aggregate amount of the Revolving Commitments shall not exceed $400,000,000380,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 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 then-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 Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in Same Day Funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 a Borrower in any Loan Document to which such Borrower is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase; (ii) an opinion of counsel to the Borrower addressed to the Administrative Agent and the Issuing Bank Lenders, covering such matters as reasonably requested by the Administrative Agent; (which approvals shall not be unreasonably withheld iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments; (iv) such duly executed modifications of any existing Mortgages as are necessary or delayed)appropriate to reflect that the aggregate Revolving Commitment has increased, and (v) a commitment from the Borrower and each Augmenting Revolving Lender shall execute all appropriate title insurance company to issue such documentation endorsements as the Administrative Agent may deem appropriate in connection with the modified Mortgages. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably specify request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to evidence the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment and/or its status as a shall (x) constitute Obligations under this Agreement and the other applicable Loan Documents, (y) will mature on the Revolving Lender hereunder, Any such increase may be made Loan Termination Date then in an amount that is less than effect and (z) have terms identical to the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting existing Revolving LendersCommitments.

Increase in Revolving Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timeAgent, request that the total Total Revolving Commitment be increased by an aggregate amount not to exceed $60,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Revolving Facility Amount Termination Date, provided that no Default or Event of Default has occurred and is continuing at such time. Upon the receipt time of such request by and on the Administrative Agent, the date of any such increase. The Administrative Agent shall deliver a copy thereof of such request to each Revolving Lender. Such notice The Borrower shall set forth in such request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $500,000 30,000,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount30,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be at least 180 days prior to the Revolving Credit Maturity Facility Termination Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Revolving Facility Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving such Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (Commitment and each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphas set forth above, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment requested by the Borrower, such the Borrower may arrange for one or more banks or other entities that are Eligible Assignees (any each such bank or other entity Person so agreeing being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Lender Commitment hereunder, . Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if such the Borrower is unable to arrange for, or chooses choose not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Commitments. (a) The Subject to the conditions set forth below in this Section, the Borrower may, shall have the right to increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $900,000,000. Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof, or such other amounts as Administrative Agent may approve from time to time. 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 Pro Rata Share (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving 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 Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders pursuant to Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (x) no Default or Event of Default shall exist, (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 or correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and each Augmenting the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of 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 2.18 any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Borrower mayshall have the right, exercisable up to five (5) times, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth be irrevocable once given; provided, however, that after giving effect to any and all such increases the aggregate amount of the requested Revolving Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such increase (which shall in the Revolving 51 Commitments must be in minimum increments of $500,000 and a an aggregate minimum amount of $2,500,000 25,000,000 (or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to lesser amount as the Borrower and the Administrative Agent given not more than 10 days after may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the date Borrower, shall manage all aspects of the Administrative Agent’s noticesyndication of such increase in the Revolving Commitments, either 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 and the Fees to be paid for such increased Commitments; provided, that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment by all or provide a portion 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 subject to and in accordance with the provisions of the offered amount (each Revolving Section 13.5(b). If a new Lender so agreeing being an “Increasing Revolving Lender”) becomes a party to this Agreement, or decline to increase if any existing Lender is increasing its Revolving Commitment Commitment, such Lender shall on the date it becomes a Lender hereunder (and any Revolving Lender that does not deliver such a notice within such period or in the case of 10 days shall be deemed to have declined to increase an existing Lender, increases its Revolving Commitment) (each and as a condition thereto) purchase from the other Lenders its Revolving Lender so declining Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) no Default or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, Event of Default shall exist on the 10th day after effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all Fees required in connection with such increased Revolving Commitments, and (z) the Administrative Agent shall have delivered a notice pursuant received each of the following, in form and substance reasonably satisfactory to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant Administrative Agent: (i) if not previously delivered to the preceding sentence Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase their and (B) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a new Revolving Commitments by an aggregate amount less than the increase requested Note executed by the Borrower, payable to such Borrower may arrange for one or more banks or other entities (new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such bank or other entity being called an “Augmenting Revolving Lender”), which may include ’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 Lender, to extend increase in the aggregate amount of the Revolving Commitments or increase their existing Revolving Commitments pursuant to this Section 2.17 any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in an aggregate amount equal the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals its name, address, tax identification number and/or such other information as shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as necessary for the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereundercomply with “know your customer” and anti-money laundering rules and regulations, Any such increase may be made in an amount that is less than including, without limitation, the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving LendersPatriot Act.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date for Revolving Loans and Revolving Commitments to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting after giving effect to any such increases of the Revolving Commitments, the aggregate amount of the Revolving Commitments shall not exceed $1,600,000,000 (less the aggregate amount of reductions of Revolving Commitments effected pursuant to Section 2.12.). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000 in excess thereof. The Borrower may invite any Lender and/or any Affiliate of any Lender and/or any other Person (other than the Borrower or any of the Borrower’s Affiliates or Subsidiaries) to provide an increase in its Revolving Commitments or a new Revolving Commitment, as the case may be. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or to provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase of the Revolving Commitments must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4.(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting any increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase of the Revolving Commitments, (y) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase of the Revolving Commitments 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, 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 the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase of the Revolving Commitments and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase of the Revolving Commitments; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent, the Swingline Lender Issuing Banks and the Issuing Bank Lenders covering such matters as reasonably requested by the Administrative Agent; and (which approvals shall iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their respective Revolving Commitments, in each case, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments unless such Lender has requested not be unreasonably withheld or delayed), and to receive a Revolving Note. In connection with any increase in the Borrower and each Augmenting aggregate amount of the Revolving Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute all such documentation documents and agreements as the Administrative Agent shall may reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lendersrequest.

Increase in Revolving Commitments. (a) The Either Borrower may, by written notice to the General Administrative Agent from time to timeAgent, request that the total U.S. Revolving Commitment or the total European Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the General Administrative Agent, the General Administrative Agent shall deliver a copy thereof to each Revolving LenderLender of the Class to be increased. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Revolving Credit Maturity Date), and shall offer each such Revolving Lender the opportunity to increase its Revolving Commitment of such Class by its applicable Pro Rata Percentage of the proposed increased amount. Each such Revolving Lender shall, by notice to the applicable Borrower and the General Administrative Agent given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event that, on the 10th day after the General Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the applicable Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the General Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld or delayed), and the applicable Borrower and each Augmenting Revolving Lender shall execute all such documentation as the General Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder, . Any such increase may be made in an amount that is less than the increase requested by the applicable Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Commitments. (a) The Borrower During the period --------------------------------- beginning with the Effective Date and ending on the date that is 60 days thereafter, the Company may, by written notice to the Administrative Agent from time to timeUS Agent, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request executed by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 Company and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this Section being called an “Augmenting a "Prospective Revolving Lender”"), ---------------------------- which may include any Lender, to extend cause the Revolving Commitments of the Prospective Revolving Lenders to be increased (or increase their existing cause Revolving Commitments to be extended by the Prospective Revolving Lenders, as the case may be) in an aggregate amount equal to the unsubscribed amount; for each Prospective Revolving Lender set forth in such notice, provided, however, that ----------------- (a) the aggregate amount of the Lenders' Revolving Commitments after giving effect to such increase shall in no event exceed US$75,000,000, (b) each Augmenting Prospective Revolving Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank US Agent (which approvals approval shall not be unreasonably withheld withheld) and (c) each Prospective Revolving Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the US Agent a duly executed Accession Agreement on or delayedprior to the date that is 60 days after the Effective Date. Increases and new Revolving Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Revolving Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section (which shall be a date no later than the 60th day after the Effective Date) and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement (which shall be a date no later than the 60th day after the Effective Date). Upon the effectiveness of any Accession Agreement to which any Prospective Revolving Lender is a party, and the Borrower and each Augmenting (i) such Prospective Revolving Lender shall execute thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Revolving Commitment of the additional Lender as provided in such documentation as Accession Agreement. Upon the Administrative effectiveness of any increase pursuant to this Section in the Revolving Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Revolving Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Revolving Commitments (or in the Revolving Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the US Agent shall reasonably specify have received a certificate to evidence its that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Revolving Commitment and/or its status as or any extension of a new Revolving Lender hereunderCommitment pursuant to this paragraph, Any any Revolving Loans outstanding prior to the effectiveness of such increase may or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Revolving Loans made in an amount that is less than the increase requested by the Borrower if such Borrower is unable pursuant to arrange for, or chooses not to arrange for, Augmenting Revolving LendersSections 2.01 and 2.03.

Increase in Revolving Commitments. (a) The Borrower may, shall have the right after the Second Amendment Effective Date to request increases from time to time in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent from time to time, request that the total Revolving Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Lender. Such which notice shall set forth the amount of the requested increase (which shall be in minimum increments of $500,000 and a minimum amount of $2,500,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be prior to the Revolving Credit Maturity Date), and shall offer each Revolving Lender the opportunity to increase its Revolving Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase requested by the Borrower, such Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amountirrevocable once given; provided, however, that each Augmenting the aggregate amount of any such increases after the date hereof shall not exceed $0170,000,000 (i.e., after giving effect to any such increases, the aggregate amount of the Revolving Commitments shall not exceed $1,300,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof, or such other amounts as may be agreed to by the Administrative Agent and the Borrower. 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 then-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 then-existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of a then-existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.4(j) 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 Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the prior written approval following conditions precedent: (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 and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) 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 the Swingline Lender Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the Issuing Bank guaranty of such increase; and (which approvals shall not be unreasonably withheld or delayed), and ii) an opinion of counsel to the Borrower and the Guarantors addressed to the Administrative Agent and the Lenders, covering such matters as reasonably requested by the Administrative Agent; (iii) new Revolving Notes executed by the Borrower, payable to any new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments (with each Augmenting Revolving Lender with a replaced Revolving Note to return the same to the Borrower, marked “Replaced” or its equivalent), (iv) intentionally omitted, (v) intentionally omitted; and (vi) a certificate confirming that any such increase is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto together with supporting evidence in form and substance reasonably acceptable to the Administrative Agent. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.17, any Lender becoming a party hereto shall (1) execute all such documentation documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall reasonably specify be necessary for the Administrative Agent to evidence its comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. For the avoidance of doubt, all Revolving Loans and Letters of Credit issued utilizing such increased Revolving Commitment and/or its status as shall (w) constitute Obligations under this Agreement and the other applicable Loan Documents, (x) be guaranteed under each Guaranty, on a pari passu basis with all other Obligations, (y) will mature on, and will require no scheduled amortization or mandatory commitment reduction prior to, the Revolving Lender hereunder, Any such increase may be made Loan Termination Date then in an amount that is less than effect and (z) have terms identical to the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting existing Revolving LendersCommitments.