Common use of Increase in Revolving Commitments Clause in Contracts

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, upon thirty (30) days advance written notice to the 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 $35,000,000 in the aggregate (to an Aggregate Revolving Committed Amount of up to $300 million); provided that (i) any such increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or the remaining amount, if less), (ii) if any Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.12) as necessary to give effect to the revised commitment percentages and commitment amounts of the Banks and (iii) the conditions to Extensions of Credit in Section 3.02 shall be true 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 such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments pursuant to this

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein(a) Provided there exists no Default or Event of Default, upon thirty (30) days advance written notice to the AgentAdministrative Agent (which shall promptly notify the Lenders), the Borrower shall have the right, at any time and may from time to time during the Commitment Periodtime, to request an increase in the Revolving Commitments by up to $35,000,000 in Committed Amount; provided, however, that the aggregate (to an Aggregate maximum amount of the Revolving Committed Amount of up after giving effect to $300 million); provided that (i) any such increase shall not exceed $100,000,000. The aggregate amount of any individual increase hereunder shall be in a minimum principal amount of $10,000,000 5,000,000, or such lesser amount as may be necessary to increase the Revolving Committed Amount to the maximum $100,000,000, and in integral multiples of $5,000,000 1,000,000 in excess thereof (or thereof. To achieve the remaining amount, if less), (ii) if any Revolving Loans are outstanding at the time full amount of any such a requested increase, the Borrower may solicit increased Revolving Commitments from existing Lenders and also invite additional Eligible Assignees to become Lenders; provided, however, that no existing Lender shall make be obligated to accept an increase in its Revolving Commitment pursuant to this Section 2.5 unless it specifically consents to such payments and adjustments on the increase in writing. Any Lender or Eligible Assignee agreeing to increase its existing Revolving Loans (including payment of any break-funding amount owing under Commitment or provide a new Revolving Commitment pursuant to this Section 2.12) as necessary to give effect 2.5 shall, in connection therewith, deliver to the revised Administrative Agent a new commitment percentages agreement in form and commitment amounts of the Banks and (iii) the conditions to Extensions of Credit in Section 3.02 shall be true 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 substance satisfactory 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 such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments pursuant to thisits counsel.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein(a) Provided there exists no Default, upon thirty (30) days advance written notice to the Administrative Agent, the Borrower shall have the right, at any time and may from time to time during the Commitment Periodtime, to but not more than two times in any year, request an increase the Revolving Commitments by up to $35,000,000 in the aggregate (to an Aggregate Revolving Committed Amount Commitments of up to $300 million); provided that (i) any such increase shall be all Lenders in a minimum principal amount of no less than $10,000,000 and integral 10.0 million or $1.0 million multiples of $5,000,000 in excess thereof (or thereof; provided, however, that after giving effect to any such increases, the remaining amount, if less), (ii) if any Revolving Loans are outstanding at aggregate Commitments of all Lenders shall not exceed $225.0 million. At the time of any sending notice of such request to the Lenders, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). If requested to respond, each Lender in its sole and absolute discretion shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify Borrower and each Lender of the Lenders’ responses to each request made hereunder. If the Lenders do not agree to the full amount of a requested increase, the Borrower shall make such payments and adjustments on the Revolving Loans may then invite a Lender or any Lenders to increase their Commitments or invite additional financial institutions (including payment of any break-funding amount owing under Section 2.12) as necessary to give effect solely to the revised commitment percentages and commitment amounts of the Banks and (iiiextent otherwise permitted by Section 11.04) the conditions to Extensions of Credit in Section 3.02 shall be true 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 such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments become Lenders pursuant to thisa Joinder Agreement.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, at any time prior to the then applicable Maturity Date, upon thirty (30) days advance written notice to the Administrative Agent, cause an increase in the Borrower shall have the right, at any time and from time to time during the Commitment Period, to increase the Revolving Commitments Aggregate Committed Amount by up to TWO HUNDRED TWENTY FIVE MILLION DOLLARS ($35,000,000 in the aggregate 225,000,000) (to an Aggregate Revolving Committed Amount of up to aggregate amount not more than SIX HUNDRED MILLION DOLLARS ($300 million600,000,000)); provided that such increase shall be conditioned and effective upon the satisfaction of the following conditions: (i) the Borrower shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks 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 a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent); (ii) any such increase shall be in a minimum aggregate principal amount of $10,000,000 5,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof (or the remaining amount, if less), ) or such other amount as agreed to by the Borrower and the Administrative Agent; (iiiii) if any Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount amounts owing under Section 2.123.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts of the Banks and amounts; (iiiiv) the conditions to Extensions of Credit in Section 3.02 shall be true 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 pay 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 such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. In Arranger all fees required under any fee letter due in connection with any the syndication of the increase in the Revolving Commitments pursuant to thisCommitted Amount;

Increase in Revolving Commitments. Subject The Borrowers shall have the right to request increases in the terms and conditions set forth herein, upon thirty (30) days advance aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the Borrower shall have the right, at any time and from time to time during the Commitment Period, to increase aggregate amount of the Revolving Commitments by up to shall not exceed $35,000,000 1,500,000,000 (the “Maximum Increase Amount”). Each such increase in the Revolving Commitments must be an aggregate (to an Aggregate Revolving Committed Amount of up to $300 million); provided that (i) any such increase shall be in a minimum principal amount of $10,000,000 25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the remaining amountAdministrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, if less)in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of a Lender or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans are to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.12) as necessary to give effect to the revised commitment percentages and commitment amounts effectiveness of the Banks and (iii) the conditions to Extensions of Credit in Section 3.02 shall be true and correct. An applicable 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 aggregate 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 such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments pursuant to thisand (iv) a Joinder Agreement.

Increase in Revolving Commitments. (a) Subject to the terms and conditions set forth of this Agreement, so long as this Agreement shall be in full force and effect, and in reliance upon the representations and warranties of the Loan Parties contained herein, upon thirty (30) days advance written notice to the Agent, the Borrower shall have the right, at any time and prior to the Termination Date, Borrower may, by written notice to Administrative Agent from time to time during the time, request additional revolving loan commitments (each, an “Incremental Revolving Commitment Period, Increase” and an “Incremental Facility”) in an aggregate principal amount not to increase the Revolving Commitments by up to exceed $35,000,000 in the aggregate (to an Aggregate Revolving Committed Amount of up to $300 million); provided that 50,000,000.00 for all such Incremental Facilities from (i) any such increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or the remaining amount, if less)an existing Lender, (ii) if any Revolving Loans are outstanding at the time Affiliate or Approved Fund of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.12) as necessary to give effect to the revised commitment percentages and commitment amounts of the Banks and existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to Administrative Agent and the conditions to Extensions Issuing Lender; provided, that no more than an aggregate of Credit in Section 3.02 two (2) Incremental Facilities shall be true and correctpermitted during the term of this Agreement. An increase in the Aggregate Revolving Committed Amount hereunder Such notice shall be subject to satisfaction of the following: set forth (A) the amount, type and terms of the Incremental Facility being requested (which shall be in minimum increments of $5,000,000.00 and a minimum amount of $25,000,000.00 or such increase shall be offered first lesser amount equal to the existing Banks, and in remaining permitted amount of 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 commitmentsIncremental Facilities), and (Bii) if the amount date on which such Incremental Facility is requested to become effective (which shall not be less than five (5) Business Days nor more than sixty (60) Business Days after the date of the additional commitments requested by the Borrower such notice). The terms and provisions of each Incremental Revolving Commitment Increase and loans made thereunder 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 be identical to the Agent to join this Credit Agreement as Banks hereunder for the portion of commitments not taken by then existing Banks, provided that such other commercial banks and financial institutions shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments pursuant to thisand Revolving Loans, respectively.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, upon thirty (30i) days advance written notice to the AgentSo long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have the right, right at any time time, and from time to time during the Commitment Periodtime, to request an increase of the aggregate of the Revolving Commitments by up an amount not to exceed $35,000,000 25,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the aggregate Revolving Commitments requested by the Borrower and not accepted by the existing Lenders (to each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Revolving Commitment, an Aggregate Revolving Committed Amount of up to $300 million“Additional Commitment Lender”); provided , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such increase request by the Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the Revolving Commitment of any Additional Commitment Lender be less than $5,000,000. Each Commitment Increase shall be in a minimum principal aggregate amount of at least $10,000,000 5,000,000 and in integral multiples of $5,000,000 in excess thereof (or the remaining amount, if less), (ii) if any Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.12) as necessary to give effect to the revised commitment percentages and commitment amounts of the Banks and (iii) the conditions to Extensions of Credit in Section 3.02 shall be true 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 such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments pursuant to thisthereof.

Increase in Revolving Commitments. Subject to Within the terms and conditions set forth herein, upon thirty sixty (3060) days advance written notice to day period following the Agentconsummation of the Spin-Off, the Borrower shall have the right, at any time and from time right upon written notice to time during the Commitment Period, Agent to increase the Revolving Commitments Committed Amount by up to $35,000,000 10,000,000, SUBJECT, HOWEVER, in any such case, to satisfaction of the aggregate following conditions precedent: (to an Aggregate A) no Default or Event of Default has occurred and is continuing on the date on which such Revolving Committed Amount of up increase is to $300 million)become effective; provided that (i) any such increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or the remaining amount, if less), (ii) if any Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.12) as necessary to give effect to the revised commitment percentages and commitment amounts of the Banks and (iiiB) the conditions to Extensions of Credit representations and warranties set forth in Section 3.02 6 of this Credit Agreement shall be true and correct. An increase correct in all material respects on and as of the Aggregate date on which such Revolving Committed Amount hereunder 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 such increase; (D) such Revolving Committed Amount increase shall be subject an integral multiple of $500,000 and shall in no event be less than $2,500,000; and (E) such requested Commitment increase shall be effective on such date only to satisfaction of the following: extent that, on or before such date, (A) the Agent shall have received and accepted a corresponding amount of such increase shall be offered first Additional Commitment(s) pursuant to a commitment letter(s) acceptable 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 Agent from one or more Lenders acceptable to the commitments of Agent and, with respect to any Lender that is not at such existing Banks willing to take additional commitmentstime a Lender hereunder, the Borrower and (B) if each such Lender has executed an agreement in the amount form of the additional commitments requested SCHEDULE 3.4(D) hereto (each such agreement a "NEW COMMITMENT AGREEMENT"), accepted in writing therein by the Borrower shall exceed Agent and, with respect to any Lender that is not at such time a Lender hereunder, the additional commitments which the existing Banks are willing to takeBorrower, then the Borrower may invite other commercial banks and financial institutions reasonably acceptable with respect to the Agent to join this Credit Agreement as Banks hereunder for the portion Additional Commitment of commitments not taken by existing Banks, provided that such other commercial banks and financial institutions shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments pursuant to thisLender.

Increase in Revolving Commitments. Subject The Borrowers shall have the right to request increases in the terms and conditions set forth herein, upon thirty (30) days advance aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the Borrower shall have the right, at any time and from time to time during the Commitment Period, to increase aggregate amount of the Revolving Commitments by up to shall not exceed $35,000,000 1,250,000,000 (the “Maximum Increase Amount”). Each such increase in the Revolving Commitments must be an aggregate (to an Aggregate Revolving Committed Amount of up to $300 million); provided that (i) any such increase shall be in a minimum principal amount of $10,000,000 25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the remaining amountAdministrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, if less)in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of a Lender or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans are to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.12) as necessary to give effect to the revised commitment percentages and commitment amounts effectiveness of the Banks and (iii) the conditions to Extensions of Credit in Section 3.02 shall be true and correct. An applicable 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 aggregate 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 such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments pursuant to thisand (iv) a Joinder Agreement.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, upon thirty (30) days advance written notice to the 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 FIFTY MILLION DOLLARS ($35,000,000 50,000,000) in the aggregate (to an Aggregate Revolving Committed Amount of up to TWO HUNDRED MILLION DOLLARS ($300 million200,000,000); provided that (i) any such increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or the remaining amount, if less), (ii) if any Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.12) as necessary to give effect to the revised commitment percentages and commitment amounts of the Banks and (iii) the conditions to Extensions of Credit in Section 3.02 shall be true 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 joinder agreements other documentation to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments pursuant to thisthis Section, Schedule 2.01(a) shall be revised to reflect the modified commitment percentages and commitments of the Banks.

Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, upon thirty twelve (3012) days advance written notice to the Agent, the Borrower shall have the right, at any time and from time to time during from the Commitment PeriodClosing Date until the Termination Date, to increase the Revolving Commitments Committed Amount by an amount up to $35,000,000 75,000,000 in the aggregate (to an Aggregate Revolving Committed Amount of up to $300 million)aggregate; provided that (i) any such increase shall be in a minimum principal amount of $10,000,000 15,000,000 and integral multiples of $5,000,000 in excess thereof (or the remaining amount, if less), (ii) if any Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.123.10) as necessary to give effect to the revised commitment percentages and commitment amounts of the Banks Lenders and (iii) the conditions to Extensions of Credit in Section 3.02 Sections 5.2 shall be true and correct. An increase in the Aggregate Revolving Committed Amount hereunder shall be subject to satisfaction of the following: (A) in the case of any such request for an increase in the Revolving Committed Amount, the amount of such increase shall be offered first to the existing BanksLenders, and in the event the additional commitments which existing Banks Lenders are willing to take shall exceed the amount requested by the Borrower, then in proportion to the commitments of such existing Banks Lenders willing to take additional commitments, and (B) if in the case of any such request for an increase in the Revolving Committed Amount, the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Banks Lenders 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 Lenders hereunder for the portion of commitments not taken by existing BanksLenders, provided that such other commercial banks and financial institutions shall enter into such joinder agreements to give effect thereto as the Agent and the Borrower may reasonably request. In connection with any increase in the Revolving Commitments pursuant to thisthis Section, Schedule 2.1(a) shall be revised to reflect the modified commitment percentages and commitments of the Lenders. Upon payment of the one time Expandability Syndication Fee (as such term is defined in the Agent's Fee Letter), NationsBank shall use reasonable efforts to obtain additional commitments to accommodate any request by the Borrower to increase the Revolving Commitments.