Common use of Increase in Revolving Commitments Clause in Contracts

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company may, at any time, upon written notice to the Administrative Agent, increase the Revolving Commitments by up to SIXTY MILLION DOLLARS ($60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00); provided that: (a) the Company shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith; (b) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if less); (c) if any Revolving Loans are outstanding at the time of any such increase, the Company will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (d) upfront fees, if any, in respect of the new commitments so established, shall be paid; (e) the conditions to the making of a Revolving Loan set forth in Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1).

Increase in Revolving Commitments. Subject (a) From time to time on and after the Effective Date and prior to the terms and conditions set forth hereindate of termination of the Revolving Commitments, the Company may, upon at any time, upon written least 30 days notice to the Administrative AgentAgent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the aggregate amount of the Revolving Commitments by up an amount which (i) is not less than $15,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to SIXTY MILLION DOLLARS any such request and (ii) when aggregated with all prior and concurrent increases in the Revolving Commitments pursuant to this Section 2.23, is not in excess of $60,000,000.00185,000,000, provided that at no time shall the aggregate Revolving Commitments exceed $650,000,000. The Company may increase the aggregate amount of the Revolving Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to not more than THREE HUNDRED MILLION DOLLARS increase its Revolving Commitment hereunder ($300,000,000.00)each, an “Increasing Lender”) or (z) a combination of the procedures described in clauses (x) and (y) of this sentence; provided thatthat no Lender shall be obligated to increase its Revolving Commitment without its consent. (b) Any increase in the Revolving Commitments pursuant to this Section 2.23 shall be subject to satisfaction of the following conditions: (ai) Each of the Company representations and warranties contained in Article III and in the other Loan Documents shall obtain commitments for be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); and (ii) At the time of such increase, no Default shall have occurred and be continuing or would result from such increase. (c) Upon the effective date of any increase in the amount of the increase from existing Lenders Revolving Commitments pursuant to this Section 2.23 (each, an “Additional Commitment”): (i) Each Additional Lender or other commercial banks and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions Increasing Lender shall join in this Agreement as Lenders by enter into a joinder agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent; provided that no existing Agent pursuant to which such Additional Lender and/or Increasing Lender shall, as of the effective date, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to which such Increasing Lender’s Revolving Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall be required thereupon become (or, if an Increasing Lender, continue to increase its Pro Rata Share be) a “Lender” for all purposes hereof; and (ii) Each of the Revolving existing Lenders shall assign to each Person providing an Additional Commitment, and none each such Person shall purchase from each of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditionsexisting Lenders, including fee arrangements, as they may require in connection therewith; (b) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if less); (c) if any Revolving Loans are outstanding at the time of any such increase, the Company will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) together with accrued but unpaid interest thereon), in an amount as may shall be necessary to give in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders and the revised commitment percentages and commitment amounts;Person making the Additional Commitments ratably in accordance with their Applicable Percentage after giving effect to such Additional Commitments. (d) upfront feesIf any such Additional Lender is a Foreign Lender, if any, in respect of such Additional Lender shall deliver the new commitments so established, shall be paid;forms required by Section 2.16(e). (e) the conditions to the making of a Revolving Loan set forth in This Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection 2.23 shall supersede any provisions in this Agreement Section 9.02 to the contrary (including without limitation Section 15.1)contrary. Notwithstanding any other provision of any Loan Document, the Loan Documents may be amended by Administrative Agent and the Borrowers, if necessary, to provide for terms applicable to each Additional Commitment.

Increase in Revolving Commitments. Subject (a) From time to time on and after the Closing Date and prior to the terms and conditions set forth hereinRevolving Termination Date but not more than 2 times during any 12-month period, the Company Borrower may, upon at any time, upon written least 30 days notice to the Administrative AgentAgent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the aggregate amount of the Revolving Commitments by up an amount which (i) is not less than $10,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to SIXTY MILLION DOLLARS any such request, and (ii) when aggregated with all prior and concurrent increases in the Revolving Commitments pursuant to this Section 2.21, is not in excess of $60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00)270,000,000; provided that: (a) that at no time shall the Company shall obtain commitments for Total Revolving Commitments exceed $1,000,000,000. The Borrower may increase the aggregate amount of the Revolving Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase from existing Lenders its Revolving Commitment hereunder (each, an “Increasing Lender”) or other commercial banks (z) a combination of the procedures described in clauses (x) and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in (y) of this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agentsentence; provided that no existing Lender shall be required obligated to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments Commitment without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith;its consent. (b) Any increase in the Total Revolving Commitments pursuant to this Section 2.21 shall be subject to the satisfaction of the following conditions: (i) Each of the representations and warranties contained in Section 3 and in the other Loan Documents shall be, if qualified as to materiality, true and correct and all other representations and warranties shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such increase representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty, if qualified as to materiality, shall be true and correct and all other such representations and warranties shall be true and correct in a minimum aggregate principal amount all material respects, in each case as of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if lesssuch date); (cii) if any Revolving Loans are outstanding at At the time of any such increase, the Company will make no Default shall have occurred and be continuing or would result from such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect to the revised commitment percentages and commitment amountsincrease; (diii) upfront fees, if any, in respect of the new commitments so established, The Borrower shall be paid; (e) the conditions have delivered to the making of a Revolving Loan set forth in Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent (x) a true and complete copy of the Lenders in connection therewith. In resolutions of the event board of any nonratable directors of the Borrower authorizing such increase in and a certificate from a Responsible Officer certifying the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that effectiveness of such resolutions and (y) such legal opinions covering such matters incident to the increase in as the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1).Administrative Agent may reasonably require; and

Increase in Revolving Commitments. Subject The Company from time to the terms and conditions set forth herein, the Company time may, at any time, upon by written notice to the Administrative Agent, request an increase in the aggregate Revolving Commitments by up to SIXTY MILLION DOLLARS ($60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00); provided thaton the following terms: (ai) the Company shall obtain commitments for the The aggregate amount of all such increases shall not exceed $500,000,000 (each of which shall be in a minimum amount of $25,000,000 or increments of $5,000,000 in excess thereof); (ii) No Lender will be obligated to provide or commit for any such increase; (iii) If one or more of the increase from existing Lenders or other commercial banks and financial institutions Persons reasonably acceptable satisfactory to the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility Company are willing to commit to provide such increase, such increase will be effective on the date the Administrative Agent receives an amendment to this Agreement executed by the Company, the Administrative Agent and such Lender or other Person, adding, in the case of an existing Lender, such commitment to Exhibit 2.01(a) and, in the case of a Person not then already a Lender, confirming that such Person has become a Lender for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewithall purposes of this Agreement; (biv) any On the effective date of such amendment, each Lender or other Person committing to provide such increase shall fund Conventional Revolving Loans in an amount equal to its Applicable Revolver Percentage (after giving effect to such amendment) of the aggregate Conventional Revolving Loans outstanding immediately before giving effect to such amendment, and the proceeds of such funding shall be in applied to repay on a minimum aggregate principal amount of $5,000,000.00 pro rata basis the Conventional Revolving Loans outstanding before giving effect to such amendment (and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if lessSection 2.02(e) shall apply to such repayment);; and (cv) if any Revolving Loans are outstanding at the time of In connection with any such increase, the Company will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect shall deliver to the revised commitment percentages and commitment amounts; Administrative Agent such documents as the Administrative Agent may reasonably require, including a favorable written opinion (d) upfront fees, if any, in respect of the new commitments so established, shall be paid; (e) the conditions addressed to the making of a Revolving Loan set forth in Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding Lenders) and other certificates and documents similar to those delivered on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Closing Date.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company may, The Borrower may at any time, time upon prior written notice to the Administrative Agent, Agent increase the Aggregate Revolving Commitments Committed Amount by up to SIXTY TEN MILLION DOLLARS ($60,000,000.0010,000,000) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00); provided that: (a) the Company shall obtain commitments for the amount of the increase with additional Revolving Commitments from any existing Lenders Lender or new Revolving Commitments from any other commercial banks and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance Person reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith;that: (ba) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 5 million and integral multiples of $1,000,000.00 1 million in excess thereof (or the remaining amount, if less)thereof; (cb) if any Revolving Eurodollar Loans are outstanding at on the time date of any such increase, the Company will make such payments and adjustments on Borrower shall prepay the Revolving Eurodollar Loans (including payment of together with any break-funding amounts owing under Section 8.43.12 in connection therewith) on such date in such amounts as may be are necessary to give effect cause each Lender to hold its Revolving Commitment Percentage of each Eurodollar Loan; (c) the revised commitment percentages conditions precedent set forth in Sections 5.2(a) and commitment amounts(b) shall be satisfied on the date of any such increase; (d) upfront fees, if any, in respect of the new commitments so established, no existing Lender shall be paidunder any obligation to increase its Revolving Commitment and any such increase shall be in such Lender's sole and absolute discretion; (e) the conditions any new Lender shall join this Credit Agreement by executing such joinder agreements and/or other agreements reasonably acceptable to the making of a Revolving Loan set forth in Section 12.2 Administrative Agent; and (f) the Borrower shall be satisfied. In connection with any deliver to the Administrative Agent such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of connection with any nonratable such increase in the Revolving Commitments under this subsectionCommitments, the Company Schedule 2.1 shall prepay any Revolving Loans outstanding on the date that the increase in be revised to reflect the Revolving Commitments becomes effective (Committed Amount and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect Commitment Percentage of each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1).

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, increase the Revolving Commitments (but not the Letter of Credit Sublimit or the Swingline Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by up the Borrower and acceptable to SIXTY MILLION DOLLARS ($60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00)the Administrative Agent and the L/C Issuer; provided that: (a) the Company shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith; (bi) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 10,000,000 and in integral multiples of $1,000,000.00 1,000,000 in excess thereof (or the remaining amount, if less)thereof; (cii) if any Revolving Loans are outstanding no Default or Event of Default shall exist and be continuing at the time of any such increase, the Company will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (diii) upfront fees, if any, in respect of the new commitments so established, no existing Lender shall be paidunder any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (eiv) (A) any new Lender shall join this Agreement by executing such joinder documents required by the conditions Administrative Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement satisfactory to the making Administrative Agent; (v) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, (x) before and after giving effect to such increase, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.16(a)(v), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (y) after giving effect to such increase on a Pro Forma Basis (assuming that all Revolving Commitments, as increased, are fully-draw), the Loan Parties shall be in compliance with the financial covenants set forth in Section 12.2 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (vi) Schedule 1.01(b) shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be deemed revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of include any nonratable increase in the Revolving Commitments under pursuant to this subsection, Section 2.16(a) and to include thereon any Person that becomes a Lender pursuant to Section 2.16(a)(iv); (vii) the Company Borrower shall prepay any Revolving Loans owing by it and outstanding on the date that the of any such increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.43.05) to the extent necessary to make keep the outstanding Revolving Loans reflect each Lenderratable with any revised Commitments arising from any nonratable increase in the Commitments under this Section; and (viii) the Loan Parties shall deliver or cause to be delivered officer’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement certificates and legal opinions of the type delivered on the Closing Date to the contrary (including without limitation Section 15.1)extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Increase in Revolving Commitments. Subject to Within the terms and conditions set forth hereinsixty (60) day period following the consummation of the Spin-Off, the Company may, at any time, Borrower shall have the right upon written notice to the Administrative Agent, Agent to increase the Revolving Commitments Committed Amount by up to SIXTY MILLION DOLLARS $10,000,000, SUBJECT, HOWEVER, in any such case, to satisfaction of the following conditions precedent: ($60,000,000.00A) no Default or Event of Default has occurred and is continuing on the date on which such Revolving Committed Amount increase is to not more than THREE HUNDRED MILLION DOLLARS become effective; ($300,000,000.00); provided that: (aB) the Company shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks representations and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith; (b) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if less); (c) if any Revolving Loans are outstanding at the time of any such increase, the Company will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (d) upfront fees, if any, in respect of the new commitments so established, shall be paid; (e) the conditions to the making of a Revolving Loan warranties set forth in Section 12.2 6 of this Credit Agreement shall be satisfied. In true and correct in all material respects on and as of the date on which such Revolving Committed Amount increase is to become effective; (C) on or before the date on which such Revolving Committed Amount increase is to become effective, the Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the Borrower and the Agent to be paid in connection with any such increase; (D) such Revolving Committed Amount increase shall be an integral multiple of $500,000 and shall in the Revolving Commitments, Annex A will no event be revised to reflect the modified commitments less than $2,500,000; and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may (E) such requested Commitment increase shall be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding effective on the such date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) only to the extent necessary that, on or before such date, (A) the Agent shall have received and accepted a corresponding amount of Additional Commitment(s) pursuant to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement a commitment letter(s) acceptable to the contrary Agent from one or more Lenders acceptable to the Agent and, with respect to any Lender that is not at such time a Lender hereunder, the Borrower and (including without limitation Section 15.1B) each such Lender has executed an agreement in the form of SCHEDULE 3.4(D) hereto (each such agreement a "NEW COMMITMENT AGREEMENT"), accepted in writing therein by the Agent and, with respect to any Lender that is not at such time a Lender hereunder, the Borrower, with respect to the Additional Commitment of such Lender.

Increase in Revolving Commitments. Subject The Company may from time to time increase the terms and conditions set forth hereinAggregate Revolving Commitments (but not the Letter of Credit Sublimit, the Swingline Sublimit or the Designated Borrower Sublimit) by a maximum aggregate amount of up to Fifty Million Dollars ($50,000,000) with additional Revolving Commitments from one or more existing Lenders or new Revolving Commitments from one or more other financial institutions selected by the Company may, at any time, upon written notice and reasonably acceptable to the Administrative Agent, increase the Revolving Commitments by up to SIXTY MILLION DOLLARS ($60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00)Agent and each Issuing Bank; provided that: (a) the Company shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith; (bi) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 5,000,000 and in integral multiples of $1,000,000.00 1,000,000 in excess thereof (or the remaining amount, if less)thereof; (cii) if any Revolving Loans are outstanding no Default or Event of Default shall exist and be continuing at the time of any such increase, the Company will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (diii) upfront fees, if any, in respect of the new commitments so established, no existing Lender shall be paidunder any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (eiv) the conditions to the making of a Revolving Loan set forth in Section 12.2 (A) any new Lender shall be satisfied. In connection with any join this Agreement by executing such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be joinder documents reasonably requested required by the Administrative Agent and/or (B) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; (v) before giving effect to any such increase, the Administrative Agent shall have received a certificate of each Credit Party dated as of the date of such increase signed by an Authorized Officer of such Credit Party (x) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, (y) in the case of the Company, certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Section 5 and the Lenders other Credit Documents are true and correct in connection therewith. In all material respects on and as of the event date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.1(c), the representations and warranties contained in Section 5.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 6.1, and (z) certifying and demonstrating in detail reasonably satisfactory to the Administrative Agent that on a Pro Forma Basis after giving effect to any such increase, (i) the Consolidated Leverage Ratio shall not exceed 3.25:1.0 and (ii) no Default or Event of Default shall exist; and (vi) the Borrowers shall prepay any Loans outstanding on the date of any nonratable such increase to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Section.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company Borrower Representative may, at any timetime during the period commencing as of the Closing Date and ending as of the date two (2) years following the Closing Date, upon written notice to the Administrative Agent, cause an increase in the Aggregate Revolving Commitments Committed Amount by up to SIXTY ONE HUNDRED MILLION DOLLARS ($60,000,000.00100,000,000) (to an aggregate amount not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00300,000,000)); provided thatthat such increase shall be conditioned and effective upon the satisfaction of the following conditions: (ai) the Company Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks and or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by joinder agreement a Lender Joinder Agreement substantially in the form and substance of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent; provided Agent (it being understood that in no existing case shall any Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments Commitment without their prior its written consent and subject to such conditions, including fee arrangements, as they may require in connection therewithconsent); (bii) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 5,000,000 and integral multiples of $1,000,000.00 1,000,000 in excess thereof (or the remaining amount, if less); (ciii) if any Revolving Loans are outstanding at the time of any such increase, the Company will Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.43.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (div) upfront fees, if any, the Borrowers shall pay to the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter due in respect connection with the syndication of the new commitments so established, shall be paidincrease in the Revolving Committed Amount; (ev) the Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; and (vi) the conditions to the making of a Revolving Loan set forth in Section 12.2 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will Schedule 2.01 shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase The Borrower Representative shall not be permitted to cause more than four (4) increases in the Aggregate Revolving Commitments under this subsection, Committed Amount following the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Closing Date.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company may, Borrower may at any time, time upon written notice to the Administrative Agent, increase the Revolving Commitments by up to SIXTY MILLION DOLLARS ($60,000,000.00) to not Agent obtain from one or more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00); provided that: (a) the Company shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks and or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject in an aggregate principal amount not to such conditions, including fee arrangements, as they may require in connection therewith;exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000); provided that (bi) any such increase additional Revolving Commitments shall be in a minimum aggregate principal amount of $5,000,000.00 5,000,000 and in integral multiples of $1,000,000.00 1,000,000 in excess thereof (or the remaining amount, if less)thereof; (cii) if any Revolving Loans are outstanding at on the time of date any such increaseadditional Revolving Commitment is made, the Company will Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.43.11) as may be necessary to give effect to the revised commitment percentages and commitment amountsRevolving Commitment Percentages; (d) upfront fees, if any, in respect of the new commitments so established, shall be paid; (eiii) the conditions to the making of a Revolving Loan Extensions of Credit set forth in Section 12.2 5.2 shall be satisfiedsatisfied on the date any additional Revolving Commitment is made; (iv) no Lender shall be required to make any additional Revolving Commitments without such Lender's consent; and (v) each commercial bank and financial institution that makes an additional Revolving Commitment shall become a party to this Credit Agreement and a "Revolving Lender" for all purposes of this Credit Agreement pursuant to a written agreement reasonably acceptable to the Administrative Agent. In connection with the making of any such increase in the additional Revolving CommitmentsCommitment, Annex A will Schedule 2.1 shall be revised to reflect the modified commitments and commitment percentages of the LendersRevolving Commitment Percentages, and the Company will Borrower shall provide supporting such corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent in form, scope and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) substance reasonably acceptable to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Administrative Agent.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company Borrower may, at any timetime during the period commencing as of the Closing Date and ending as of the Termination Date, upon written notice to the Administrative Agent, cause an increase in the Aggregate Revolving Commitments Committed Amount by up to SIXTY TWO HUNDRED NINETY MILLION DOLLARS ($60,000,000.00290,000,000) (to an aggregate amount not more than THREE HUNDRED FIFTY MILLION DOLLARS ($300,000,000.00350,000,000)); provided thatprovided, that such increase shall be conditioned and effective upon the satisfaction of the following conditions: (ai) the Company Borrower shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks and or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by joinder agreement a Lender Joinder Agreement substantially in the form and substance of Exhibit G attached hereto or other arrangement reasonably acceptable to the Administrative Agent; provided Agent (it being understood that in no existing case shall any Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of Commitment without its written consent); (ii) unless otherwise agreed to by the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditionsBorrower, including fee arrangements, as they may require in connection therewith; (b) any such increase shall be in a minimum aggregate principal amount of Twenty‑Five Million Dollars ($5,000,000.00 25,000,000) and integral multiples of Five Million Dollars ($1,000,000.00 5,000,000) in excess thereof (or the remaining amount, if less); (ciii) if any Revolving Loans are outstanding at the time of any such increase, the Company will Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding break‑funding amounts owing under Section 8.43.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (div) upfront fees, if any, in respect of the Borrower shall have executed any new commitments so established, shall be paidor amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; (ev) the Administrative Agent shall have received all fees and expenses which are then-due and payable on the such date, including, without limitation, payment to the Administrative Agent and the Arranger of the fees set forth in the Fee Letter; and (vi) the conditions to the making of a Revolving Loan set forth in Section 12.2 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will Schedule 2.01 shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will Credit Parties shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase The Borrower shall not be permitted to cause more than three (3) increases in the Aggregate Revolving Commitments under this subsection, Committed Amount following the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Closing Date.

Increase in Revolving Commitments. Subject The Company from time to the terms and conditions set forth herein, the Company time may, at any time, upon by written notice to the Administrative Agent, request an increase in the aggregate Revolving Commitments by up to SIXTY MILLION DOLLARS ($60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00); provided thaton the following terms: (ai) the Company shall obtain commitments for the The aggregate amount of all such increases shall not exceed $100,000,000 (each of which shall be in a minimum amount of $25,000,000 or increments of $5,000,000 in excess thereof); (ii) No Lender will be obligated to provide or commit for any such increase; (iii) If one or more of the increase from existing Lenders or other commercial banks and financial institutions Persons reasonably acceptable satisfactory to the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility Company are willing to commit to provide such increase, such increase will be effective on the date the Administrative Agent receives an amendment to this Agreement executed by the Company, the Administrative Agent and such Lender or other Person, adding, in the case of an existing Lender, such commitment to Exhibit 2.01(a) and, in the case of a Person not then already a Lender, confirming that such Person has become a Lender for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewithall purposes of this Agreement; (biv) any On the effective date of such amendment, each Lender or other Person committing to provide such increase shall fund Conventional Revolving Loans in an amount equal to its Applicable Revolver Percentage (after giving effect to such amendment) of the aggregate Conventional Revolving Loans outstanding immediately before giving effect to such amendment, and the proceeds of such funding shall be in applied to repay on a minimum aggregate principal amount of $5,000,000.00 pro rata basis the Conventional Revolving Loans outstanding before giving effect to such amendment (and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if lessSection 2.02(e) shall apply to such repayment);; and (cv) if any Revolving Loans are outstanding at the time of In connection with any such increase, the Company will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect shall deliver to the revised commitment percentages and commitment amounts; Administrative Agent such documents as the Administrative Agent may reasonably require, including a favorable written opinion (d) upfront fees, if any, in respect of the new commitments so established, shall be paid; (e) the conditions addressed to the making of a Revolving Loan set forth in Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding Lenders) and other certificates and documents similar to those delivered on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Closing Date.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company Borrower may, at any time, upon written notice to the Administrative Agent, increase the Aggregate Revolving Commitments by up to SIXTY SEVENTY-FIVE MILLION DOLLARS ($60,000,000.0075,000,000) to not more than THREE TWO HUNDRED SEVENTY-FIVE MILLION DOLLARS ($300,000,000.00275,000,000); provided that: (ai) the Company Borrower shall obtain commitments for the amount of the increase from existing Lenders or other commercial Eligible Assignees and/or one or more banks and other financial institutions reasonably acceptable to with the consent of the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance or other arrangement reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith; (bii) any such increase shall be in a minimum an aggregate principal amount of $5,000,000.00 5,000,000 and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if less)5,000,000; (ciii) if any Revolving Loans are outstanding at the time of any such increase, the Company Borrower will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.43.1(c) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (div) upfront fees, if any, in respect of the new commitments so establishedestablished and arrangement fees, as applicable, shall be paid;; and (ev) the conditions to the making of a Revolving Loan set forth in Section 12.2 5.2 shall be satisfied. In connection with any such increase in the Aggregate Revolving Commitments, Annex (A) Appendix A will be revised to reflect the modified commitments and commitment percentages of the Lenders, (B) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any such increase without their prior written approval in their sole discretion, (C) neither the Administrative Agent nor the Lead Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (D) the Company Borrower will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement Section 2.14 or Section 11.4 to the contrary (including without limitation Section 15.1)contrary.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company may, at any time, upon thirty (30) days advance written notice to the Administrative Agent, the Borrower shall have the right, at any time and from time to time during the Commitment Period, to increase the Revolving Commitments by up to SIXTY FIFTY MILLION DOLLARS ($60,000,000.0050,000,000) in the aggregate (to not more than THREE an Aggregate Revolving Committed Amount of up to TWO HUNDRED MILLION DOLLARS ($300,000,000.00200,000,000); provided that: that (a) the Company shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith; (bi) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 10,000,000 and integral multiples of $1,000,000.00 5,000,000 in excess thereof (or the remaining amount, if less); , (cii) if any Revolving Loans are outstanding at the time of any such increase, the Company will Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts amount owing under Section 8.42.12) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (d) upfront fees, if any, in respect amounts of the new commitments so established, shall be paid; Banks and (eiii) the conditions to the making Extensions of a Revolving Loan set forth Credit in Section 12.2 3.02 shall be satisfiedtrue and correct. An increase in the Aggregate Revolving Committed Amount hereunder shall be subject to satisfaction of the following: (A) the amount of such increase shall be offered first to the existing Banks, and in the event the additional commitments which existing Banks are willing to take shall exceed the amount requested by the Borrower, then in proportion to the commitments of such existing Banks willing to take additional commitments, and (B) if the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Banks are willing to take, then the Borrower may invite other commercial banks and financial institutions reasonably acceptable to the Agent to join this Credit Agreement as Banks hereunder for the portion of commitments not taken by existing Banks, provided that such other commercial banks and financial institutions shall enter into a Bank Joinder Agreement in the form attached hereto as Schedule 2.01(d), and provide such other documentation to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any such increase in the Revolving CommitmentsCommitments pursuant to this Section, Annex A will Schedule 2.01(a) shall be revised to reflect the modified commitments and commitment percentages and commitments of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Banks.

Increase in Revolving Commitments. Subject (a) From time to time on and after the Closing Date and prior to the terms and conditions set forth hereinRevolving Termination Date but not more than 2 times during any 12-month period, the Company Borrower may, upon at any time, upon written least 30 days notice to the Administrative AgentAgent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the aggregate amount of the Revolving Commitments by up an amount which (i) is not less than $10,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to SIXTY MILLION DOLLARS any such request, and (ii) when aggregated with all prior and concurrent increases in the Revolving Commitments pursuant to this Section 2.21, is not in excess of $60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00)130,000,000; provided that: (a) that at no time shall the Company shall obtain commitments for Total Revolving Commitments exceed $400,000,000. The Borrower may increase the aggregate amount of the Revolving Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase from existing Lenders its Revolving Commitment hereunder (each, an “Increasing Lender”) or other commercial banks (z) a combination of the procedures described in clauses (x) and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in (y) of this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agentsentence; provided that no existing Lender shall be required obligated to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments Commitment without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith;its consent. (b) Any increase in the Total Revolving Commitments pursuant to this Section 2.21 shall be subject to the satisfaction of the following conditions: (i) Each of the representations and warranties contained in Section 3 and in the other Loan Documents shall be, if qualified as to materiality, true and correct and all other representations and warranties shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such increase representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty, if qualified as to materiality, shall be true and correct and all other such representations and warranties shall be true and correct in a minimum aggregate principal amount all material respects, in each case as of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if lesssuch date); (cii) if any Revolving Loans are outstanding at At the time of any such increase, the Company will make no Default shall have occurred and be continuing or would result from such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect to the revised commitment percentages and commitment amountsincrease; (diii) upfront fees, if any, in respect of the new commitments so established, The Borrower shall be paid; (e) the conditions have delivered to the making of a Revolving Loan set forth in Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent (x) a true and complete copy of the Lenders in connection therewith. In resolutions of the event board of any nonratable directors of the Borrower authorizing such increase in and a certificate from a Responsible Officer certifying the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that effectiveness of such resolutions and (y) such legal opinions covering such matters incident to the increase in as the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1).Administrative Agent may reasonably require; and

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company Borrower may, at any timetime during the period commencing as of the Closing Date and ending as of the Termination Date, upon written notice to the Administrative Agent, cause an increase in the Aggregate Revolving Commitments Committed Amount by up to SIXTY ONE HUNDRED FIFTY MILLION DOLLARS ($60,000,000.00150,000,000) (to an aggregate amount not more than THREE HUNDRED FIFTY MILLION DOLLARS ($300,000,000.00350,000,000)); provided thatprovided, that such increase shall be conditioned and effective upon the satisfaction of the following conditions: (ai) the Company Borrower shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks and or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by joinder agreement a Lender Joinder Agreement substantially in the form and substance of Exhibit G attached hereto or other arrangement reasonably acceptable to the Administrative Agent; provided Agent (it being understood that in no existing case shall any Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of Commitment without its written consent); (ii) unless otherwise agreed to by the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditionsBorrower, including fee arrangements, as they may require in connection therewith; (b) any such increase shall be in a minimum aggregate principal amount of Twenty-Five Million Dollars ($5,000,000.00 25,000,000) and integral multiples of Five Million Dollars ($1,000,000.00 5,000,000) in excess thereof (or the remaining amount, if less); (ciii) if any Revolving Loans are outstanding at the time of any such increase, the Company will Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.43.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (div) upfront fees, if any, in respect of the Borrower shall have executed any new commitments so established, shall be paidor amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; (ev) the Administrative Agent shall have received all fees and expenses which are then-due and payable on the such date, including, without limitation, payment to the Administrative Agent and the Arranger of the fees set forth in the Fee Letter; and (vi) the conditions to the making of a Revolving Loan set forth in Section 12.2 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will Schedule 2.01 shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will Credit Parties shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase The Borrower shall not be permitted to cause more than three (3) increases in the Aggregate Revolving Commitments under this subsection, Committed Amount following the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Closing Date.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Company Borrower may, at any time, upon written notice to the Administrative Agent, increase the Aggregate Revolving Commitments by up Committed Amount to SIXTY not more than SEVENTY-FIVE MILLION DOLLARS ($60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.0075,000,000); provided that: (ai) the Company Borrower shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks and or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by joinder agreement substantially in the form and substance of Schedule 2.1(d) attached hereto or other arrangement reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith;, (bii) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 5 million and integral multiples of $1,000,000.00 1 million in excess thereof (or the remaining amount, if less);, (ciii) if any Revolving Loans are outstanding at the time of any such increase, the Company will Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.43.12) as may be necessary to give effect to the revised commitment percentages and commitment amounts;, and (d) upfront fees, if any, in respect of the new commitments so established, shall be paid; (eiv) the conditions to the making of a Revolving Loan set forth in Section 12.2 5.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will Schedule 2.1(a) shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1).

Increase in Revolving Commitments. Subject (a) The Borrower shall have the right to the terms and conditions set forth herein, the Company may, at any time, upon written notice to the Administrative Agent, increase the Revolving Commitments by up to SIXTY MILLION DOLLARS ($60,000,000.00) to not obtaining additional Revolving Commitments, either from one or more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00); provided that: (a) the Company shall obtain commitments for the amount of the increase from existing Lenders or other commercial banks and financial institutions reasonably acceptable to the Administrative Agentanother lending institution, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith; (bi) any such request for an increase shall be in a minimum aggregate principal amount of $5,000,000.00 5,000,000, (ii) the Borrower may make a maximum of two (2) such requests, (iii) after giving effect thereto, the aggreagate amount of Revolving Commitments does not exceed $75,000,000, (iv) the Administrative Agent has approved the identity of any such new Lender, such approvals not to be unreasonably withheld or conditioned, (v) any such new Lender assumes all of the rights and integral multiples obligations of a “Lender” hereunder as of and after becoming a new Lender but not with respect to any matter relating prior thereto unless otherwise expressly agreed, and (vi) the procedures described in clause (b) below have been satisfied. Nothing contained in this Section 2.06 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder at any time. (b) Any amendment hereto for an increase or addition pursuant to clause (a) above shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing its Commitment, subject only to the approval of all Lenders if any such increase or addition would cause the aggreagate amount of Revolving Commitments to exceed $1,000,000.00 75,000,000. As a condition precedent to such an increase or addition, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in excess thereof Article 3 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 case they are true and correct as of such earlier date, (or 2) no Default exists, and (3) the remaining amountBorrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.12, if less);(ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent, and (iii) prior notice of such requested increase no later than fifteen (15) days before the requested effective date of such increase. (c) if any Revolving Loans are outstanding at On the time effective date of any such increaseincrease or addition pursuant to this Section 2.06, (i) any Lender increasing (or, in the Company will case of any newly added Lender, extending) its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such payments and other adjustments on among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (including ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid. Within a reasonable time after the effective date of any break-funding amounts owing under Section 8.4) as may be necessary increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to give effect reflect such increase or addition and shall distribute such revised Commitment Schedule to the revised commitment percentages and commitment amounts; (d) upfront fees, if any, in respect each of the new commitments so establishedLenders and the Borrower, whereupon such revised Commitment Schedule shall be paid;replace the old Commitment Schedule and become part of this Agreement. (e) the conditions to the making of a Revolving Loan set forth in Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages 6.01(f) of the LendersExisting Credit Agreement is hereby amended and restated to read as follows: (f) additional unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested subject to approval by the Administrative Agent and the Lenders in connection therewith. In the event of any nonratable increase in the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that the increase in the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1).Agent;

Increase in Revolving Commitments. Subject (a) From time to time on and after the ClosingFirst Amendment Effective Date and prior to the terms and conditions set forth hereinRevolving Termination Date but not more than 2 times during any 12-month period, the Company Borrower may, upon at any time, upon written least 30 days notice to the Administrative AgentAgent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the aggregate amount of the Revolving Commitments by up an amount which (i) is not less than $10,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to SIXTY MILLION DOLLARS any such request, and (ii) when aggregated with all prior and concurrent increases in the Revolving Commitments pursuant to this Section 2.21, is not in excess of $60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS ($300,000,000.00)130,000,000; provided that: (a) that at no time shall the Company shall obtain commitments for Total Revolving Commitments exceed $400,000,000. The Borrower may increase the aggregate amount of the Revolving Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase from existing Lenders its Revolving Commitment hereunder (each, an “Increasing Lender”) or other commercial banks (z) a combination of the procedures described in clauses (x) and financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in (y) of this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agentsentence; provided that no existing Lender shall be required obligated to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent and the Arrangers shall have any responsibility for arranging such additional Revolving Commitments Commitment without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith;its consent. (b) Any increase in the Total Revolving Commitments pursuant to this Section 2.21 shall be subject to the satisfaction of the following conditions: (i) Each of the representations and warranties contained in Section 3 and in the other Loan Documents shall be, if qualified as to materiality, true and correct and all other representations and warranties shall be true and correct in all material respects, in each case on and as of such date of increase with the same effect as if made on and as of such date, both immediately before and after giving effect to such increase (except to the extent any such increase representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty, if qualified as to materiality, shall be true and correct and all other such representations and warranties shall be true and correct in a minimum aggregate principal amount all material respects, in each case as of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if lesssuch date); (cii) if any Revolving Loans are outstanding at At the time of any such increase, the Company will make no Default shall have occurred and be continuing or would result from such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect to the revised commitment percentages and commitment amountsincrease; (diii) upfront fees, if any, in respect of the new commitments so established, The Borrower shall be paid; (e) the conditions have delivered to the making of a Revolving Loan set forth in Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent (x) a true and complete copy of the Lenders in connection therewith. In resolutions of the event board of any nonratable directors of the Borrower authorizing such increase in and a certificate from a Responsible Officer certifying the Revolving Commitments under this subsection, the Company shall prepay any Revolving Loans outstanding on the date that effectiveness of such resolutions and (y) such legal opinions covering such matters incident to the increase in as the Revolving Commitments becomes effective (and pay any additional amounts required pursuant to Section 8.4) to the extent necessary to make the outstanding Revolving Loans reflect each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1).Administrative Agent may reasonably require; and

Increase in Revolving Commitments. (i) Subject to the terms and conditions set forth hereinin clauses (ii) and (iii) of this Section 2.02(b), the Company may, at any time, upon written notice to Co-Borrowers may request that the Administrative Agent, increase amount of the aggregate Revolving Commitments by up to SIXTY MILLION DOLLARS (be increased one or more times, in each case in a minimum amount of $60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS (5,000,000.00 or in integral multiples of $300,000,000.00)5,000,000.00 in excess thereof; provided that:that the aggregate Revolving Commitments after any such increase may not exceed $45,000,000. (aii) Each such increase shall be effective only upon the following conditions being satisfied: (A) the Company Agent shall obtain commitments for have approved such increase, each such approval not to be unreasonably withheld, (B) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (C) either the Banks having Revolving Commitments hereunder at the time the increase is requested agree to increase their Revolving Commitments in the amount of the requested increase or other financial institutions agree to make a Revolving Commitment in the amount of the difference between the amount of the increase from existing Lenders or other commercial banks and financial institutions reasonably acceptable to requested by the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent Co-Borrowers and the Arrangers shall have any responsibility for arranging such additional amount by which the Banks having Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith; (b) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if less); (c) if any Revolving Loans are outstanding hereunder at the time of any the increase is requested agree to increase their Revolving Commitments, (D) such increase, the Company will make such payments Banks and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (d) upfront feesother financial institutions, if any, in respect shall have executed and delivered to the Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (E) the Co-Borrowers shall have delivered such evidence of authority for the increase (including without limitation, certified resolutions of the applicable managers and/or members of the Co-Borrowers authorizing such increase) as the Agent may reasonably request. (iii) Each financing institution to be added to this Agreement as described in Section 2.02(b)(ii)(C) above shall execute and deliver to the Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Revolving Commitment as described in Section 2.02(b)(ii)(C) shall execute and deliver to the Agent a Commitment Increase Agreement pursuant to which it increases its Revolving Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Agent, for each Bank being added to this Agreement, a Revolving Note payable to such new commitments so establishedBank in the principal amount of the Revolving Commitment of such Bank, and for each Bank increasing its Revolving Commitment, a replacement Revolving Note payable to such Bank, in the principal amount of the increased Revolving Commitment of such Bank. Each such Revolving Note shall be paid; (e) dated the conditions to the making of a Revolving Loan set forth in Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages effective date of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewithpertinent New Bank Agreement or Commitment Increase Agreement. In the event a replacement Revolving Note is issued to a Bank, such Bank shall xxxx the original note as “REPLACED” and shall return such original Revolving Note to the Co-Borrowers. Upon execution and delivery to the Agent of any nonratable increase in the Revolving Commitments under Note and the execution by the Agent of the relevant New Bank Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Revolving Commitment as specified therein, or such existing Bank’s Revolving Commitment shall increase as specified therein, as the case may be, and the Agent shall notify the Co-Borrowers and all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 2.01 reflecting such additions or increase. (iv) Notwithstanding anything to the contrary in this subsectionSection 2.02(b), the Company Banks having Revolving Commitments hereunder at the time any such increase is requested shall prepay have the first right, but shall not be obligated, to participate in such increases by agreeing to increase their respective Revolving Commitments by their Revolving Percentage to the extent of such increase. The Agent shall not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Revolving Loans outstanding on Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Revolving Commitments hereunder until each of such Banks have agreed to increase their Revolving Commitments or declined to do so. To facilitate the Banks’ right of first refusal, HoldCo shall, by written notice to the Agent (which shall promptly deliver a copy to each Bank) given not less than 15 days prior to the requested effective date that of the increase in Revolving Commitments (the “Revolving Increase Effective Date”), request that the Banks increase their Revolving Commitments. Each Bank shall, by notice to HoldCo and the Agent given not later than 15 days following receipt of HoldCo’s request, advise HoldCo whether or not it will increase its Revolving Commitments as of the Revolving Commitments becomes effective (Increase Effective Date. Any Bank that has not so advised HoldCo and pay any additional amounts required pursuant the Agent by such day shall be deemed to Section 8.4) have declined to agree to such increase in its Revolving Commitment. The decision to increase its Revolving Commitment hereunder shall be at the extent necessary to make the outstanding Revolving Loans reflect sole discretion of each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Bank.

Increase in Revolving Commitments. (i) Subject to the terms and conditions set forth hereinin clauses (ii) and (iii) of this Section 2.02(b), the Company may, at any time, upon written notice to Co-Borrowers may request that the Administrative Agent, increase amount of the aggregate Revolving Commitments by up to SIXTY MILLION DOLLARS (be increased one or more times, in each case in a minimum amount of $60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS (2,500,000.00 or in integral multiples of $300,000,000.00)2,500,000.00 in excess thereof; provided that:that the aggregate Revolving Commitments after any such increase may not exceed $45,000,000. (aii) Each such increase shall be effective only upon the following conditions being satisfied: (A) the Company Agent shall obtain commitments for have approved such increase, each such approval not to be unreasonably withheld, (B) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (C) either the Banks having Revolving Commitments hereunder at the time the increase is requested agree to increase their Revolving Commitments in the amount of the requested increase or other financial institutions agree to make a Revolving Commitment in the amount of the difference between the amount of the increase from existing Lenders or other commercial banks and financial institutions reasonably acceptable to requested by the Administrative Agent, which other commercial banks and financial institutions shall join in this Agreement as Lenders by joinder agreement in form and substance reasonably acceptable to the Administrative Agent; provided that no existing Lender shall be required to increase its Pro Rata Share of the Revolving Commitment, and none of the Administrative Agent Co-Borrowers and the Arrangers shall have any responsibility for arranging such additional amount by which the Banks having Revolving Commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may require in connection therewith; (b) any such increase shall be in a minimum aggregate principal amount of $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or the remaining amount, if less); (c) if any Revolving Loans are outstanding hereunder at the time of any the increase is requested agree to increase their Revolving Commitments, (D) such increase, the Company will make such payments Banks and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 8.4) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (d) upfront feesother financial institutions, if any, in respect shall have executed and delivered to the Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (E) the Co-Borrowers shall have delivered such evidence of authority for the increase (including without limitation, certified resolutions of the applicable managers and/or members of the Co-Borrowers authorizing such increase) as the Agent may reasonably request. (iii) Each financing institution to be added to this Agreement as described in Section 2.02(b)(ii)(C) above shall execute and deliver to the Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Revolving Commitment as described in Section 2.02(b)(ii)(C) shall execute and deliver to the Agent a Commitment Increase Agreement pursuant to which it increases its Revolving Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Agent, for each Bank being added to this Agreement, a Revolving Note payable to such new commitments so establishedBank in the principal amount of the Revolving Commitment of such Bank, and for each Bank increasing its Revolving Commitment, a replacement Revolving Note payable to such Bank, in the principal amount of the increased Revolving Commitment of such Bank. Each such Revolving Note shall be paid; (e) dated the conditions to the making of a Revolving Loan set forth in Section 12.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Annex A will be revised to reflect the modified commitments and commitment percentages effective date of the Lenders, and the Company will provide supporting resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewithpertinent New Bank Agreement or Commitment Increase Agreement. In the event a replacement Revolving Note is issued to a Bank, such Bank shall xxxx the original note as “REPLACED” and shall return such original Revolving Note to the Co-Borrowers. Upon execution and delivery to the Agent of any nonratable increase in the Revolving Commitments under Note and the execution by the Agent of the relevant New Bank Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Revolving Commitment as specified therein, or such existing Bank’s Revolving Commitment shall increase as specified therein, as the case may be, and the Agent shall notify the Co-Borrowers and all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 2.01 reflecting such additions or increase. (iv) Notwithstanding anything to the contrary in this subsectionSection 2.02(b), the Company Banks having Revolving Commitments hereunder at the time any such increase is requested shall prepay have the first right, but shall not be obligated, to participate in such increases by agreeing to increase their respective Revolving Commitments by their Revolving Percentage to the extent of such increase. The Agent shall not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Revolving Loans outstanding on Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Revolving Commitments hereunder until each of such Banks have agreed to increase their Revolving Commitments or declined to do so. To facilitate the Banks’ right of first refusal, HoldCo shall, by written notice to the Agent (which shall promptly deliver a copy to each Bank) given not less than 15 days prior to the requested effective date that of the increase in Revolving Commitments (the “Revolving Increase Effective Date”), request that the Banks increase their Revolving Commitments. Each Bank shall, by notice to HoldCo and the Agent given not later than 15 days following receipt of HoldCo’s request, advise HoldCo whether or not it will increase its Revolving Commitments as of the Revolving Commitments becomes effective (Increase Effective Date. Any Bank that has not so advised HoldCo and pay any additional amounts required pursuant the Agent by such day shall be deemed to Section 8.4) have declined to agree to such increase in its Revolving Commitment. The decision to increase its Revolving Commitment hereunder shall be at the extent necessary to make the outstanding Revolving Loans reflect sole discretion of each Lender’s Pro Rata Share. This subsection shall supersede any provisions in this Agreement to the contrary (including without limitation Section 15.1)Bank.