Common use of Increase in Revolving Credit Commitments Clause in Contracts

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request that the Total Revolving Credit Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the approval of such request by the Administrative Agent (which approval shall not be unreasonably withheld), the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the Total Revolving Credit Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount of the and shall offer each Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in Lender the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lender’s the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an "INCREASING REVOLVING LENDER") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a "NON-INCREASING REVOLVING LENDER"). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an "AUGMENTING REVOLVING LENDER"), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; PROVIDED that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent, L/C Issuer and Swingline Lender (which consents shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount an Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days (or such shorter period of time agreed by the Administrative Agent) prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the any Increase (A) in an aggregate amount of the Revolving Credit Commitments shall not be increased to an amount for all Increases in excess of $150,000,000600,000,000 or (B) that results in the sum of the aggregate Revolving Credit Commitments to be in excess of $1,800,000,000 will require the approval of the Required Lenders, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and Increase, (iv) all representations and warranties contained in Section 6 5 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations Increase, and warranties that relate (v) prior to a prior datethe effectiveness of any Increase, which the Administrative Agent shall have been true and correct in all material respects (except in received a copy, certified by the case of a representation secretary or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as assistant secretary of the applicable date on which they were madeParent, of resolutions of the Parent’s board of directors authorizing the amount of such Increase. The effective date of the Commitment Amount any Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance Loans each Lender shall have outstanding its Revolver Percentage of Revolving all Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Eurocurrency Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Eurocurrency Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that 1.12 hereof and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.13 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed Increase. Promptly upon in writing between Administrative Agent and the effectiveness of any Increase, the Borrower, if anyrequested by any new Lender, shall execute and deliver a new Note to such Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. (a) The Borrower may, from time by written notice to the Administrative Agent, request that the Total Revolving Credit Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the Total Revolving Credit Commitment (which shall be in minimum increments of $1,000,000 and a minimum amount of $3,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice (other than in connection with any Business Day such increase that is requested to become effective on the Restatement Date, with respect to which such shorter notice as may be reasonably acceptable to the Administrative Agent shall suffice) and which, in any event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount of the and shall offer each Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in Lender the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lender’s the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an "Increasing Revolving Lender") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a "Non-Increasing Revolving Lender"). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an "Augmenting Revolving Lender"), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request that the Total Revolving Credit Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the approval of such request by the Administrative Agent (which approval shall not be unreasonably withheld), the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the Total Revolving Credit Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount of the and shall offer each Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in Lender the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lender’s the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an "Increasing Revolving Lender") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a "Non- Increasing Revolving Lender"). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an "Augmenting Revolving Lender"), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on any Business Day prior to request that the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Total Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in by an amount not less than $5,000,000 or to exceed the Incremental Revolving Facility Amount at such lesser amount as approved time. Upon the approval of such request by the Administrative Agent, (iii) no Default or Event of Default the Administrative Agent shall have occurred and be continuing at deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the time amount of the request or requested increase in the effective date of the Total Revolving Credit Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof which shall be true in minimum increments of $5,000,000 and correct in all material respects (except in a minimum amount of $20,000,000 or equal to the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true remaining Incremental Revolving Facility Amount) and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The such increase is requested to become effective date of the Commitment Amount Increase (which shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that not less than 10 Business Days nor more than 60 days after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectivenessnotice and which, such Eurodollar Loans shall in any event, must be deemed to be prepaid on such date and the Borrower shall pay any amounts owing or prior to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower Incremental Facility Cutoff Date), and shall have terminated any portion of the offer each Revolving Credit Commitments pursuant to Section 1.11 hereof, Lender the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lender’s the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an "Increasing Revolving Lender") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a "Non-Increasing Revolving Lender"). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Revolving Lender"), which may include any Revolving Credit Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Banks (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. (a) The Borrower may, from time by written notice to the Administrative Agent, request that the Total Revolving Credit Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the Total Revolving Credit Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount of the and shall offer each Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in Lender the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lenderthe Administrative Agent given not more than 10 Business Days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event that, on the 10th Business Day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Banks (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Any Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, (i) request one or more term loans as a separate tranche under this Agreement (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) and/or (ii) increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form reasonably acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”; together with any Incremental Term Loans, each an “Incremental Loan Facility”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ia) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount (or incurrence of Incremental Term Loans the aggregate principal amount of which, when taken together with the outstanding Revolving Credit Commitments, would be) in excess of $150,000,0002,625,000,000 will require the approval of the Required Lenders, (iib) any Commitment Amount Increase increase of the aggregate amount of the Revolving Credit Commitments (or incurrence of Incremental Term Loans) shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent25,000,000, (iiic) no Default or Event of Default shall have occurred and be continuing at the time of the request or on the effective date of the Commitment Amount Increase Incremental Loan Facility, and (ivd) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such Incremental Loan Facility (except in to the case of a extent the same expressly relate to an earlier date, provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or warranty qualified by materiality, in which case such representation or warranty similar language shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made). The effective date of the Commitment Amount Increase Incremental Loan Facility shall be agreed upon designated by the Borrower and Borrowers in consultation with the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The U.S. Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Incremental Loan Facility. The Borrowers may request one or more persons reasonably acceptable to the L/C Issuers, the Swing Line Lender and the Administrative Agent to provide such Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between or one or more persons reasonably acceptable to the Administrative Agent and the Borrower, if anyto provide such Incremental Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment or to participate as a Lender in an Incremental Term Loan and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. In the case of the Incremental Term Loans, (i) such Incremental Term Loans shall be subject to the same terms and conditions as the Revolving Credit Loans (subject to clauses (ii) and (iv) below), as and to the extent applicable to a term loan facility; provided that the interest rate margins and other economic terms, amortization schedule, prepayment terms, and currency applicable to any Incremental Term Loan shall be determined by the Borrowers and the Lenders thereunder; (ii) the maturity date for such Incremental Term Loans shall not be earlier than the Revolving Credit Termination Date; (iii) such Incremental Term Loans shall rank pari passu in right of payment with the Revolving Credit Loans; (iv) the applicable Borrower shall deliver or cause to be delivered any customary legal opinions or other documents of the applicable Borrower authorizing the Incremental Term Loans as may be reasonably requested by the Administrative Agent; and (v) each Incremental Term Loan shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent and the applicable Borrower executed and delivered by the applicable Borrower, the Administrative Agent and the applicable Lenders (which agreement or agreements may, without the consent of any other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.2). For the avoidance of doubt, nothing in this Section 1.2 shall limit the Borrower’s ability otherwise to issue, incur, assume, create or have outstanding Debt to the extent otherwise permitted hereby or to amend this Agreement in the manner provided in Section 13.13, including to provide for additional incurrence of Debt hereunder on the terms described in this paragraph or on other terms.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request that the Total Revolving Credit Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the approval of such request by the Administrative Agent (which approval shall not be unreasonably withheld), the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the Total Revolving Credit Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount of the and shall offer each Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in Lender the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lenderthe Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Borrower may, may at any time and from time to time, on any Business Day prior by written notice to the Administrative Agent (which shall promptly deliver a copy to the Banks) executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Revolving Credit Termination DateBank”), increase the aggregate amount of which may include any Bank, cause the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially of the Increasing Revolving Credit Banks to be increased (or cause the Increasing Revolving Credit Banks to extend new Revolving Credit Commitments) in the form attached hereto as Exhibit H or an amount for each Increasing Revolving Credit Bank (which shall not be less than $5,000,000) set forth in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); providednotice, however, provided that (i) the aggregate amount of the no Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender Bank shall have any obligation to increase its Revolving Credit Commitment pursuant to this paragraph, (ii) all new Revolving Credit Commitments and increases in existing Revolving Credit Commitments becoming effective under this paragraph during the term of this Agreement shall not exceed $100,000,000 in the aggregate, (iii) each Increasing Revolving Credit Bank, if not already a Revolving Credit Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (iv) each Increasing Revolving Credit Bank, if not already a Revolving Credit Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Revolving Credit Commitments and increases in Revolving Credit Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Revolving Credit Bank is a party, such Increasing Revolving Credit Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Revolving Credit Bank hereunder and subject to all obligations of a Revolving Credit Bank hereunder. Notwithstanding the foregoing, no Lender’s increase in the Total Revolving Credit Commitments (or in the Revolving Credit Commitment of any Revolving Credit Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (v), giving effect to such increase and (ii) on the effective date of such increase, the representations and warranties of the Borrower and the Guarantor set forth in this Agreement shall be increased without its consent theretotrue and correct in all material respects and no Default shall have occurred and be continuing, and each Lender may at its option, unconditionally the Administrative Agent shall have received a certificate to that effect dated such date and without cause, decline to executed by a Financial Officer of the Borrower. On the effective date of any increase its in the Revolving Credit CommitmentCommitments pursuant to this Section 2.17, to the extent there are outstanding Revolving Credit Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Revolving Credit Banks’ outstanding Revolving Credit Advances, after giving effect to such increase, and their respective Revolving Credit Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements.

Increase in Revolving Credit Commitments. (a) The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable written notice to the Administrative Agent at least five (5) Business Days and the Lenders elect to request the Lenders to provide prior to the desired effective date Maturity Date one or more increases to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) by an aggregate amount not in excess of (i) $75,000,000 plus (ii) such increase additional amount (the “Commitment Amount IncreaseUnlimited Incremental Amount”) identifying one as shall be permitted in accordance with Section 2.14(c)(iii)(y) below. Each such notice shall specify the requested amount of the applicable Incremental Revolving Commitments and each such request shall be in a minimum amount of $10,000,000 or more additional any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Revolving Commitments set forth in above). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond, which shall in no event be less than 10 Business Days from the date of delivery of such notice to the Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not such shorter period as may be increased agreed to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred Agent and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityeach proposed Lender, in which case such representation their sole discretion). Each Lender may elect or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materialitydecline, in which case such representation or warranty its sole discretion, and shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and notify the Administrative Agent. Upon the effectiveness thereofAgent within such time period whether it agrees, the new Lender(s) (orto provide an Incremental Revolving Commitment and, if applicableso, existing Lender(s)) shall advance Revolving Loans in whether by an amount sufficient equal to, greater than or less than requested. Any Person not responding within such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans time period shall be deemed to be prepaid on such date and have declined to provide an Incremental Revolving Commitment. If the requested amount of Incremental Revolving Commitments exceeds the amount existing Lenders have agreed to provide, the Borrower shall pay any amounts owing may seek Additional Lenders that are Eligible Assignees to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion provide such excess amount of the Incremental Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentCommitments.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by an amount up to $25,000,000 by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent5,000,000, (iiiii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iviii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madeIncrease. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In hereof provided, that the event Administrative Agent shall, to the extent that the Administrative Agent considers it practicable, net payments to and borrowings from the same Lender and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.12 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. For the avoidance of doubt, all Revolving Loans made pursuant to a Commitment Amount Increase, and the Revolving Credit Commitments in connection therewith, shall be made on and subject to the terms and conditions applicable to all other Revolving Loans and Revolving Credit Commitments hereunder.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on any Business Day prior to request that the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Total Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess not to exceed $150,000,000 minus any amount by which Revolving Credit Commitments shall have been reduced pursuant to Section 2.09(b) (the aggregate amount of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount increase being referred to herein as approved the "Incremental Revolving Facility Amount"). Upon the approval of such request by the Administrative Agent, (iii) no Default or Event of Default the Administrative Agent shall have occurred and be continuing at deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the time amount of the request or requested increase in the effective date of the Total Revolving Credit Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof which shall be true in minimum increments of $5,000,000 and correct in all material respects (except in a minimum amount of $20,000,000 or equal to the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true remaining Incremental Revolving Facility Amount) and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The such increase is requested to become effective date of the Commitment Amount Increase (which shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that not less than 10 Business Days nor more than 60 days after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectivenessnotice), such Eurodollar Loans and shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the offer each Revolving Credit Commitments pursuant to Section 1.11 hereof, Lender the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lender’s the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an "Increasing Revolving Lender") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a "Non-Increasing Revolving Lender"). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Revolving Lender"), which may include any Revolving Credit Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent, L/C Issuer and Swingline Lender (which consents shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount an Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days (or such shorter period of time agreed by the Administrative Agent) prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the any Increase (A) in an aggregate amount of the Revolving Credit Commitments shall not be increased to an amount for all Increases in excess of $150,000,000400,000,000 or (B) that results in the sum of the aggregate Revolving Credit Commitments to be in excess of $1,500,000,000 will require the approval of the Required Lenders, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and Increase, (iv) all representations and warranties contained in Section 6 5 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations Increase, and warranties that relate (v) prior to a prior datethe effectiveness of any Increase, which the Administrative Agent shall have been true and correct in all material respects (except in received a copy, certified by the case of a representation secretary or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as assistant secretary of the applicable date on which they were madeParent, of resolutions of the Parent’s board of directors authorizing the amount of such Increase. The effective date of the Commitment Amount any Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance Loans each Lender shall have outstanding its Revolver Percentage of Revolving all Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Eurocurrency Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Eurocurrency Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that 1.12 hereof and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.13 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed Increase. Promptly upon in writing between Administrative Agent and the effectiveness of any Increase, the Borrower, if anyrequested by any new Lender, shall execute and deliver a new Note to such Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The Borrower Borrowers may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ia) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $1,500,000,000 will require the approval of the Required Lenders, (b) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent25,000,000, (iiic) no Default or Event of Default shall have occurred and be continuing at the time of the request or on the effective date of the Commitment Amount Increase and Increase, (ivd) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations Increase, and warranties that relate to a prior date, (e) the Administrative Agent’s consent (which shall have been true and correct in all material respects (except not be unreasonably withheld) shall be required for any increase in the case amount of an existing Lender’s Revolving Credit Commitment or the addition of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madenew Lender. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower Borrowers and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans or CAD CDOR Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans or CAD CDOR Loans shall be deemed to be prepaid on such date and the Borrower Borrowers shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In 1.12 hereof and (ii) the event that the Borrower Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.13 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The Borrower may, may from time to time, on any Business Day prior time elect to increase the Revolving Credit Termination DateCommitments in a minimum amount of $15,000,000 so long as, increase after giving effect thereto, the aggregate amount of the Revolving Credit Commitments does not exceed $150,000,000. The Borrower shall furnish the Agent with notice of any such requested increase (which the Agent will furnish to the Revolving Credit Lenders) and the Borrower (in consultation with the Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders). Each Revolving Credit Lender shall notify the Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by delivering an amount equal to, greater than, or less than its Applicable Commitment Percentage of such requested increase. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. No Lender shall have an obligation to increase its Revolving Credit Commitment. The Borrower may arrange for any such increase to be provided by one or more Revolving Credit Lenders (each Revolving Credit Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Revolving Credit Lender”), and, in the event that the Revolving Credit Lenders decline a Commitment Amount Increase Request request to increase their existing Revolving Credit Commitments, then the Borrower may arrange for any such increase to be provided by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity which provides a Revolving Credit Commitment, an “Augmenting Revolving Credit Lender”), provided that (i) each Augmenting Revolving Credit Lender, shall be subject to the approval of the Borrower, Issuing Banks, and the Agent (such approval by the Agent and Issuing Banks not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Credit Lender, the Borrower and such Increasing Revolving Credit Lender execute an agreement substantially in the form attached hereto as of Exhibit H or 2.11(A) hereto, and (y) in the case of an Augmenting Revolving Credit Lender, the Borrower and such other Augmenting Revolving Credit Lender execute an agreement substantially in the form acceptable to the Administrative Agent at least five (5of Exhibit 2.11(B) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional hereto. Increased and new Revolving Credit Commitments for existing created pursuant to this clause shall become effective on the date agreed by the Borrower, the Agent (such approval by the Agent not to be unreasonably withheld) and the relevant Increasing Revolving Credit Lender(s) or Augmenting Revolving Credit Lender(s); and, the Agent shall notify each Revolving Credit Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Revolving Credit Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in Section 6.02 shall be satisfied (or waived by a combination of existing Lenders and additional the Required Lenders) and the amount Agent shall have received a certificate to that effect dated such date and executed by the Chief Executive Officer, President or Chief Financial Officer of its the Borrower (or the waiver thereof executed by the Required Lenders), and (ii) the Agent shall have received Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) Notes reflecting the aggregate amount increase of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved and documents consistent with those delivered by the Administrative Agent, (iiiLoan Parties under Section 6.01(b) no Default or Event of Default shall have occurred as to the corporate power and be continuing at the time authority of the request or Borrower to borrow hereunder after giving effect to such increase. On the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except any increase in the case of a representation or warranty qualified by materialityRevolving Credit Commitments, in which case such representation or warranty (i) each Increasing Revolving Credit Lender and Augmenting Revolving Credit Lender shall be true and correct in all respects) at make available to the time of such request and on Agent, for the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as benefit of the applicable date on which they were made. The effective date of other Revolving Credit Lenders, such amounts in immediately available funds as the Commitment Amount Increase Agent shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereofdetermine as being required in order to cause, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage such increase and the use of Revolving Loans. It shall be a condition such amounts to make payments to such effectiveness that if any Eurodollar other Revolving Credit Lenders, each Revolving Credit Lender’s portion of the outstanding Revolving Credit Loans are outstanding under of all the Revolving Credit on the date Lenders to equal its Ratable Share of such effectivenessoutstanding Revolving Credit Loans (after giving effect to the increase in the Revolving Credit Commitments occasioned by the addition of the Increasing Revolving Credit Lender(s) or Augmenting Revolving Credit Lender(s), such Eurodollar Loans or both, as the case may be) and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of Revolving Credit Loans subject to the same Interest Rate Option, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.05). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Revolving Credit Loan subject to the LIBOR Option shall be prepaid subject to indemnification by the Borrower pursuant to the provisions of Section 4.06(b) if the deemed payment occurs other than on such date and the last day of the related Interest Periods. Upon the request of the Agent, the Borrower shall pay any amounts owing execute and deliver to Agent for the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion benefit of the Revolving Credit Commitments pursuant Lenders any and all other documents, instruments, and agreements necessary or advisable in the reasonable judgment of Agent to Section 1.11 hereofevidence or document the increase in the Revolving Credit Commitments, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay including any reasonable expenses amendments hereto, and each of the Administrative Agent relating to any Commitment Amount Increase Lenders and arrangement fees related each of the Loan Parties hereby provides its consent hereto and thereto as agreed upon in writing between Administrative Agent and each Lender hereby authorizes the Agent, and each Loan Party hereby authorizes the Borrower, if anyto execute any such documents, instruments, and agreements consistent with the terms of this Section 2.11 on its behalf without the necessity of any further consent of any Lender or Loan Party. Notwithstanding anything herein to Neither the contrary, no Agent or any Lender shall have any obligation to provide any additional credit, commitment, or loan under this Section 2.11 nor shall the Agent or any Lender have any obligation to arrange any such additional credit, commitment, or loan. In consideration of any increase its in the Revolving Credit Commitment Commitments and no Lender’s as a condition to any such increase, Borrower shall pay such fees as are mutually agreed upon by Agent, Borrower, and the applicable Increasing Revolving Credit Commitment Lender(s) and Augmenting Revolving Credit Lender(s); such fees shall be increased without its consent thereto, and each Lender may based on market conditions prevailing at its option, unconditionally and without cause, decline to the time of such increase its Revolving Credit Commitmentfor similar syndicated credit transactions with similarly situated Loan Parties.

Increase in Revolving Credit Commitments. (a) The U.S. Borrower may, by written notice to the Administrative Agent from time to time, request that the Revolving Credit Commitments of one or more Classes be increased by an aggregate amount not to exceed the Incremental Amount at such time. Upon the approval of such request by the Administrative Agent (which approval shall not be unreasonably withheld), the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the total Revolving Credit Commitments, and the allocation thereof among the Classes (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount and shall offer each Revolving Credit Lender with a Commitment of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in affected Class the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment of such Class by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the U.S. Borrower and no Lenderthe Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and of such Class by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an “Increasing Revolving Lender”) or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the total Revolving Credit Commitment of such Class requested by the U.S. Borrower, the U.S. Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments of such Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent, the applicable Swingline Lender (in the case of a Domestic Revolving Credit Commitment or a Multicurrency Revolving Credit Commitment) and the Issuing Bank (which approvals shall not be unreasonably withheld) and the Borrowers and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the total Revolving Credit Commitment of a Class may be made in an amount which is less than the increase requested by the U.S. Borrower if the U.S. Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to two (2) years after the Revolving Credit Termination Closing Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H E or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “"Commitment Amount Increase”") identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $10,000,000 will require the approval of all the Lenders, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase Account Increase, except for to the extent such representations and warranties that relate refer to a prior an earlier date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance Loans each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that (i) unless the Lenders otherwise agree, if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that 1.12 hereof and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.13 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase Increase. Promptly upon the effectiveness of any Commitment Amount Increase, the Borrower shall execute and arrangement fees related thereto as agreed upon deliver new Revolving Notes in writing between Administrative Agent and the Borrower, if anyamount of any additional Lender's Revolving Credit Commitment (or in the amount of any existing Lender's increased Revolving Credit Commitment). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s 's Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request that the Total Revolving Credit Commitment be increased by an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be prior to the Revolving Credit Termination Maturity Date), and shall offer each Revolving Credit Lender the opportunity to increase the aggregate amount its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Commitments Lender shall, by delivering a Commitment Amount Increase Request substantially in notice to the form attached hereto as Exhibit H or in such other form acceptable to Borrower and the Administrative Agent at least five (5) given not more than 10 Business Days prior to after the desired effective date of such the Administrative Agent’s notice, either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (the each Revolving Credit Lender so agreeing being an “Commitment Amount IncreaseIncreasing Revolving Lender”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of decline to increase its Revolving Credit Commitment (or additional amount and any Revolving Credit Lender that does not deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its Revolving Credit Commitment(sCommitment) (each Revolving Credit Lender so declining or being deemed to have declined being a “Non-Increasing Revolving Lender”). In the event that, on the 10th Business Day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Revolving Lender” and, together with the Increasing Revolving Lenders, the “Incremental Revolving Lenders”), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that (i) the aggregate amount of the each Augmenting Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase Lender shall be in an amount not less than $5,000,000 or such lesser amount as approved by subject to the prior written approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (iii) no Default which approvals shall not be unreasonably withheld or Event of Default shall have occurred delayed), and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance each Augmenting Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to execute all such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of documentation as the Administrative Agent relating shall reasonably specify to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase evidence its Revolving Credit Commitment and no Lender’s and/or its status as a Revolving Credit Commitment shall Lender hereunder. Any such increase may be increased without its consent theretomade in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, and each Lender may at its optionor chooses not to arrange for, unconditionally and without cause, decline to increase its Augmenting Revolving Credit CommitmentLenders.

Increase in Revolving Credit Commitments. (i) The Borrower Company may, by written notice to the Administrative Agent from time to time, request that the Total Revolving Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the approval of such request by the Administrative Agent (which approval shall not be unreasonably withheld), the Administrative Agent shall deliver a copy thereof to each Lender with a Revolving Commitment. Such notice shall set forth the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase and shall offer each such Lender the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Revolving Facility Percentage of the proposed increased amount. Each such Lender shall, by notice to the Company and no the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Lender so agreeing being an "Increasing Revolving Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, ") or decline to increase its Revolving Credit Commitment (and any such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment.) each Lender so declining or being deemed to have declined being a "

Increase in Revolving Credit Commitments. The Borrower may(a) Provided there exists no Default, from time to time, on any Business Day prior upon notice to the U.S. Administrative Agent (which shall promptly notify the Lenders), the U.S. Borrower may on up to six (6) different occasions (in the aggregate with Section 2.14) request an increase in the U.S. Revolving Credit Termination DateCommitments on the same terms as the U.S. Revolving Credit Commitments on the Closing Date by an amount not exceeding $100,000,000; provided that (i) after giving effect to any such increase in the U.S. Revolving Credit Commitments, increase the aggregate amount of the Revolving Credit increased Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable that have been effected pursuant to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders Section 2.14 and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments this Section 2.15 shall not be increased to an amount in excess of exceed $150,000,000, 200,000,000 at any time and (ii) any Commitment Amount Increase such increase shall be in an aggregate amount not less than of $5,000,000 500,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event any whole multiple of Default shall have occurred and be continuing at $100,000 in excess thereof. At the time of the request or sending of such notice, the effective date of U.S. Borrower (in consultation with the Commitment Amount Increase and (ivU.S. Administrative Agent) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at specify the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate period within which each Lender is requested to a prior date, respond (which shall have been true and correct in all material respects no event be less than ten (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects10) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on Business Days from the date of delivery of such effectivenessnotice to the Lenders). Each Lender with a U.S. Revolving Loan Commitment shall notify the U.S. Administrative Agent within such time period whether or not it agrees to increase its U.S. Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such Eurodollar Loans requested increase. Any Lender not responding within such time period shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing have declined to increase its U.S. Revolving Credit Commitment and, to the Lenders extent any such Lender declines to accept its Pro Rata Share of such increase, the U.S. Borrower may also invite additional Eligible Assignees to become U.S. Revolving Credit Lenders. Any new U.S. Revolving Credit Lender shall become a Lender hereunder pursuant to Section 1.11 hereof. In a joinder agreement in form and substance reasonably satisfactory to the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between U.S. Administrative Agent and its counsel, which joinder shall not require the Borrower, if any. Notwithstanding anything herein to consent of any Lenders other than those participating in the contrary, no Lender shall have any obligation to increase its incremental Revolving Credit Commitment and no Lender’s Revolving Credit Commitment Commitments. The U.S. Administrative Agent shall be increased without its consent thereto, notify the U.S. Borrower and each Lender may at its option, unconditionally and without cause, decline of the Lenders' responses to increase its Revolving Credit Commitmenteach request made hereunder.

Increase in Revolving Credit Commitments. (a) The U.S. Borrower may, by written notice to the Administrative Agent from time to time, request that the Revolving Credit Commitments of one or more Classes be increased by an aggregate amount not to exceed the Incremental Amount at such time. Upon the approval of such request by the Administrative Agent (which approval shall not be unreasonably withheld), the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the total Revolving Credit Commitments, and the allocation thereof among the Classes (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount and shall offer each Revolving Credit Lender with a Commitment of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in affected Class the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment and no Lender’s of such Class by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Commitment shall be increased without its consent theretoLender shall, by notice to the U.S. Borrower and each Lender may at its optionthe Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, unconditionally and without cause, decline either agree to increase its Revolving Credit Commitment.Commitment of such Class by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an “Increasing Revolving Lender”) or decline to

Increase in Revolving Credit Commitments. (a) The Borrower may, from time by written notice to the Administrative Agent, request that the Total Revolving Credit Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the Total Revolving Credit Commitment (which shall be in minimum increments of $1,000,000 and a minimum amount of $3,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount of the and shall offer each Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in Lender the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lender’s the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an "INCREASING REVOLVING LENDER") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a "NON-INCREASING REVOLVING LENDER"). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an "AUGMENTING REVOLVING LENDER"), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Any Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, (i) request one or more term loans as a separate tranche under this Agreement (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) and/or (ii) increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form reasonably acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”; together with any Incremental Term Loans, each an “Incremental Loan Facility”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ia) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount (or incurrence of Incremental Term Loans the aggregate principal amount of which, when taken together with the outstanding Revolving Credit Commitments, would be) in excess of $150,000,0003,000,000,000 will require the approval of the Required Lenders, (iib) any Commitment Amount Increase increase of the aggregate amount of the Revolving Credit Commitments (or incurrence of Incremental Term Loans) shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent25,000,000, (iiic) no Default or Event of Default shall have occurred and be continuing at the time of the request or on the effective date of the Commitment Amount Increase Incremental Loan Facility, and (ivd) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such Incremental Loan Facility (except in to the case of a extent the same expressly relate to an earlier date, provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or warranty qualified by materiality, in which case such representation or warranty similar language shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made). The effective date of the Commitment Amount Increase Incremental Loan Facility shall be agreed upon designated by the Borrower and Borrowers in consultation with the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The U.S. Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Incremental Loan Facility. The Borrowers may request one or more persons reasonably acceptable to the L/C Issuers, the Swing Line Lender and the Administrative Agent to provide such Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between or one or more persons reasonably acceptable to the Administrative Agent and the Borrower, if anyto provide such Incremental Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment or to participate as a Lender in an Incremental Term Loan and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. In the case of the Incremental Term Loans, (i) such Incremental Term Loans shall be subject to the same terms and conditions as the Revolving Credit Loans (subject to clauses (ii) and (iv) below), as and to the extent applicable to a term loan facility; provided that the interest rate margins and other economic terms, amortization schedule, prepayment terms, and currency applicable to any Incremental Term Loan shall be determined by the Borrowers and the Lenders thereunder; (ii) the maturity date for such Incremental Term Loans shall not be earlier than the Revolving Credit Termination Date; (iii) such Incremental Term Loans shall rank pari passu in right of payment with the Revolving Credit Loans; (iv) the applicable Borrower shall deliver or cause to be delivered any customary legal opinions or other documents of the applicable Borrower authorizing the Incremental Term Loans as may be reasonably requested by the Administrative Agent; and (v) each Incremental Term Loan shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent and the applicable Borrower executed and delivered by the applicable Borrower, the Administrative Agent and the applicable Lenders (which agreement or agreements may, without the consent of any other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.2). For the avoidance of doubt, nothing in this Section 1.2 shall limit the Borrowers’ ability otherwise to issue, incur, assume, create or have outstanding Debt to the extent otherwise permitted hereby or to amend this Agreement in the manner provided in Section 13.13, including to provide for additional incurrence of Debt hereunder on the terms described in this paragraph or on other terms.

Increase in Revolving Credit Commitments. (a) The Borrower mayshall have the right, at any time and from time to timetime after the Closing Date by written notice to and in consultation with the Administrative Agent, on any Business Day prior to the Revolving Credit Termination Date, request an increase in the aggregate amount of the Revolving Credit Commitments by delivering (each such requested increase, a “Revolving Credit Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying ), by having one or more additional existing Revolving Credit Lenders (or additional increase their respective Revolving Credit Commitments for existing Lender(s) or then in effect (each, an “Increasing Lender”), by adding as a combination of existing Lenders and additional Lenders) and the amount of its Lender with a new Revolving Credit Commitment hereunder one or more Persons that are not already Lenders (or additional amount of its each, an “Additional Revolving Credit Commitment(sLender”)), or a combination thereof; provided, however, provided that (i) the aggregate any such request for a Revolving Credit Commitment Increase shall be in a minimum amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,00025,000,000, (ii) immediately after giving effect to any Revolving Credit Commitment Amount Increase Increase, the aggregate of all Revolving Credit Commitment Increases effected and Incremental Term Loans made after the Closing Date shall be in an amount not less than exceed $5,000,000 or such lesser amount as approved by the Administrative Agent75,000,000 (without regard to any repayment of Incremental Term Loans), (iii) no Default or Event of Default shall have occurred and be continuing at on the time of the request applicable Revolving Credit Commitment Increase Date (as hereinafter defined) or the effective date of the shall result from any Revolving Credit Commitment Amount Increase Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that immediately after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on Commitment Increase (including any Borrowings in connection therewith and the date application of such effectivenessthe proceeds thereof), such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing be in compliance with the financial covenants contained in Article VII, such compliance determined with regard to calculations made on a pro forma basis for the most recently ended Reference Period for which the Administrative Agent and the Lenders pursuant to Section 1.11 hereofhave received financial statements and a Compliance Certificate, as if such Revolving Credit Commitment Increase (and any Borrowings in connection therewith) had been effected on the first day of such period. In the event that Such notice from the Borrower shall have terminated any portion specify the requested amount of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentIncrease.

Increase in Revolving Credit Commitments. The Borrower Company may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “"Commitment Amount Increase”") identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $175,000,000 will require the approval of all the Lenders, and (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made5,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower Company and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance Loans each Lender shall have outstanding its Revolver Percentage pro rata share of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar (i) no Eurocurrency Loans are be outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans effectiveness and (ii) the Company shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.12 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s 's Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The (a) Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent and the Principal Issuing Banks (not to be unreasonably withheld), to cause from time to time, on any Business Day prior to the Revolving Credit Termination Date, time an increase in the aggregate amount of the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H adding to this Agreement one or in such other form acceptable more additional financial institutions that are not already Revolving Credit Lenders hereunder and that are reasonably satisfactory to the Administrative Agent at least five and the Principal Issuing Banks (5) Business Days prior to the desired effective date of such increase (the each, a “Commitment Amount IncreaseRCCI Lender”) identifying or by allowing one or more additional Lenders (or additional existing Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its to increase their respective Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))Commitments; provided, however, provided that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Revolving Credit Commitment Amount Increase except for representations and warranties that relate to a prior dateIncrease, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case ii) each such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Revolving Credit Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient that is an integral multiple of $5,000,000 and not less than $5,000,000, (iii) no such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and Increase shall cause the Total Revolving Credit Commitment to exceed $80,000,000, (iv) no Lender’s Revolving Credit Commitment shall be increased without its such Lender’s prior written consent thereto(which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, and each Lender may at its option, unconditionally and without cause, decline to increase its on the effective date of such Revolving Credit CommitmentCommitment Increase, any Revolving Credit Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs or other amounts owing hereunder in connection with the breakage or reallocation of such outstanding Revolving Credit Loans.

Increase in Revolving Credit Commitments. The Borrower may, Company shall have the right at any time and from time to time, on any Business Day prior time to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments hereunder by delivering a Commitment Amount Increase Request substantially in adding to this Agreement one or more other lenders (which may, with the form attached hereto as Exhibit H or in consent of such other form acceptable to Lender, include an existing Lender, each such lender an "Additional Lender") with the approval of the Administrative Agent at least five (5) Business Days prior which approval shall not be unreasonably withheld), each of which Additional Lenders shall have entered into an agreement in form and substance satisfactory to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) Company and the amount of its Administrative Agent pursuant to which such Additional Lender shall undertake a Revolving Credit Commitment (or additional amount of its if any such Additional Lender is a Revolving Credit Commitment(s)); providedLender, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline in addition to increase its such Lender's Revolving Credit Commitment.Commitment hereunder), such Revolving Credit Commitment to be in an amount at least equal to $5,000,000 or a larger multiple of $1,000,000, provided that the maximum aggregate principal amount of increases in the Revolving Credit Commitments hereunder shall not, taken together with the aggregate amount of Indebtedness incurred pursuant to Section 7.01(h) and the aggregate amount of Incremental Loans of all Series incurred pursuant Credit Agreement to Section 2.01(b), exceed the New Senior Secured Debt Limit then in effect. Upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Revolving Credit Commitment Date") such Additional Lender shall thereupon become a "Lender" for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the aggregate Revolving Credit Commitments hereunder pursuant to this Section 2.01(c) shall not be effective unless:

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H J or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,00040,000,000 will require the approval of all Lenders, (ii) any Commitment Amount Increase increase of the aggregate amount of the Commitments shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of of, or result from, the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase Account Increase, except for representations and warranties that relate to a prior the extent the same expressly relates to an earlier date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that hereof and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.12(a) hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request that the aggregate Revolving Commitments be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. The Administrative Agent shall deliver a copy of each such request to each Revolving Lender. Such notice shall set forth the amount of the requested increase in the aggregate Revolving Commitments (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be prior to the Revolving Credit Termination Maturity Date), and shall offer each Revolving Lender the opportunity to increase the aggregate amount its Revolving Commitment by its Applicable Percentage of the proposed increased amount. Each Revolving Credit Commitments Lender shall, by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable notice to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that Agent given not more than 10 days after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the BorrowerAgent's notice, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation either agree to increase its Revolving Credit Commitment and no by all or a portion of the offered amount (each Revolving Lender so agreeing being an "Increasing Revolving Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, ") or decline to increase its Revolving Credit Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment) (each Revolving Lender so declining or being deemed to have declined being a "Non-Increasing Revolving Lender"). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the aggregate Revolving Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this sentence being called an "Augmenting Revolving Lender"), which may include any Lender, to extend a Revolving Commitment or increase its existing Revolving Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder. Any increase in the aggregate Revolving Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H G or in such other form acceptable to the Administrative Agent (the “Commitment Amount Increase”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased cause the aggregate amount of the Revolving Credit Commitments to an amount in excess of exceed $150,000,000600,000,000, unless otherwise approved by the Required Lenders, (ii) any Commitment Amount Increase increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madeIncrease. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Each existing or new Lender consenting to make available the additional Revolving Credit Commitments contemplated by the Commitment Amount Increase shall notify the Administrative Agent of such consent at any time prior to the desired effective date of such Commitment Amount Increase. Upon the effectiveness thereof, (i) the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving LoansLoans and (ii) each Lender shall be deemed to have a Participation Interest, based on the then current Revolver Percentages, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that 2.10 hereof and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 2.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, (i) no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentCommitment and (ii) this Section shall supersede any provisions in Sections 12.7 and 12.11 to the contrary.

Increase in Revolving Credit Commitments. The Borrower may(a) Provided there exists no Default, from time to time, on any Business Day prior upon notice to the U.S. Administrative Agent (which shall promptly notify the Lenders), the U.S. Borrower may on up to six (6) different occasions (in the aggregate with Section 2.14) request an increase in the U.S. Revolving Credit Termination DateCommitments on the same terms as the U.S. Revolving Credit Commitments on the Closing Date by an amount not exceeding $100,000,000; provided that (i) after giving effect to any such increase in the U.S. Revolving Credit Commitments, increase the aggregate amount of the Revolving Credit increased Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable that have been effected pursuant to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders Section 2.14 and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments this Section 2.15 shall not be increased to an amount in excess of exceed $150,000,000, 200,000,000 at any time and (ii) any Commitment Amount Increase such increase shall be in an aggregate amount not less than of $5,000,000 500,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event any whole multiple of Default shall have occurred and be continuing at $100,000 in excess thereof. At the time of the request or sending of such notice, the effective date of U.S. Borrower (in consultation with the Commitment Amount Increase and (ivU.S. Administrative Agent) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at specify the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate period within which each Lender is requested to a prior date, respond (which shall have been true and correct in all material respects no event be less than ten (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects10) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on Business Days from the date of delivery of such effectivenessnotice to the Lenders). Each Lender with a U.S. Revolving Loan Commitment shall notify the U.S. Administrative Agent within such time period whether or not it agrees to increase its U.S. Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such Eurodollar Loans requested increase. Any Lender not responding within such time period shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing have declined to increase its U.S. Revolving Credit Commitment and, to the Lenders extent any such Lender declines to accept its Pro Rata Share of such increase, the U.S. Borrower may also invite additional Eligible Assignees to become U.S. Revolving Credit Lenders. Any new U.S. Revolving Credit Lender shall become a Lender hereunder pursuant to Section 1.11 hereof. In a joinder agreement in form and substance reasonably satisfactory to the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between U.S. Administrative Agent and its counsel, which joinder shall not require the Borrower, if any. Notwithstanding anything herein to consent of any Lenders other than those participating in the contrary, no Lender shall have any obligation to increase its incremental Revolving Credit Commitment and no Lender’s Revolving Credit Commitment Commitments. The U.S. Administrative Agent shall be increased without its consent thereto, notify the U.S. Borrower and each Lender may at its option, unconditionally and without cause, decline of the Lenders’ responses to increase its Revolving Credit Commitmenteach request made hereunder.

Increase in Revolving Credit Commitments. (a) The Borrower may, from time by written notice to the Administrative Agent, request that the Total Revolving Credit Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the Total Revolving Credit Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount of the and shall offer each Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in Lender the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lender’s the Administrative Agent given not more than 10 Business Days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an "Increasing Revolving Lender") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a "Non-Increasing Revolving Lender"). In the event that, on the 10th Business Day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an "Augmenting Revolving Lender"), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Banks (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000150,000,000200,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as ​ ​ agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $250,000,000 will require the approval of the Required Lenders, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madeIncrease. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, (i) the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving LoansLoans and (ii) each Lender shall be deemed to have a Participation Interest, based on the then current Revolver Percentages, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that 2.10 hereof and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 2.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on any Business Day prior to request that the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Total Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in by an amount not less than $5,000,000 or to exceed the Incremental Revolving Facility Amount at such lesser amount as approved time. Upon the approval of such request by the Administrative Agent, (iii) no Default or Event of Default the Administrative Agent shall have occurred and be continuing at deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the time amount of the request or requested increase in the effective date of the Total Revolving Credit Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof which shall be true in minimum increments of $5,000,000 and correct in all material respects (except in a minimum amount of $20,000,000 or equal to the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true remaining Incremental Revolving Facility Amount) and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The such increase is requested to become effective date of the Commitment Amount Increase (which shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that not less than 10 Business Days nor more than 60 days after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectivenessnotice and which, such Eurodollar Loans shall in any event, must be deemed to be prepaid on such date and the Borrower shall pay any amounts owing or prior to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower Incremental Facility Cutoff Date), and shall have terminated any portion of the offer each Revolving Credit Commitments pursuant to Section 1.11 hereof, Lender the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lender’s the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an "Increasing Revolving Lender") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a "Non-Increasing Revolving Lender". In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Revolving Lender", which may include any Revolving Credit Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Banks (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Borrower may(a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may on up to three (3) different occasions request an increase in the Revolving Credit Commitments of either Class; provided that (i) after giving effect to any such increase in the Revolving Credit Commitments, the aggregate amount of increased Commitments that have been effected pursuant to this Section 2.15 shall not exceed $100,000,000 and (ii) any such increase shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. At the time of the sending of such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender of the applicable Class is requested to respond (which shall in no event be less than ten (10) Business Days from time to time, on any Business Day prior the date of delivery of such notice to the Revolving Credit Termination Date, increase the aggregate amount Lenders). Each Revolving Credit Lender of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to applicable Class shall notify the Administrative Agent at least five (5) Business Days prior to the desired effective date of within such increase (the “Commitment Amount Increase”) identifying one time period whether or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower it agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s of such Class and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Credit Commitment Lender of the applicable Class not responding within such time period shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline deemed to have declined to increase its Revolving Credit CommitmentCommitment of such Class. The Administrative Agent shall notify the Company and each Revolving Credit Lender of the applicable Class of the Revolving Credit Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Revolving Credit Lenders of the applicable Class pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Increase in Revolving Credit Commitments. The Borrower Borrowers may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ia) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $2,250,000,000 will require the approval of the Required Lenders, (b) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent25,000,000, (iiic) no Default or Event of Default shall have occurred and be continuing at the time of the request or on the effective date of the Commitment Amount Increase and Increase, (ivd) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such Commitment Amount Increase (except in to the case of a extent the same expressly relate to an earlier date, provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or warranty qualified by materiality, in which case such representation or warranty similar language shall be true and correct in all respects), and (e) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, Administrative Agent’s consent (which shall have been true and correct in all material respects (except not be unreasonably withheld) shall be required for any increase in the case amount of an existing Lender’s Revolving Credit Commitment or the addition of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madenew Lender. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower Borrowers and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans or CAD CDOR Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans or CAD CDOR Loans shall be deemed to be prepaid on such date and the Borrower Borrowers shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In 1.12 hereof and (ii) the event that the Borrower Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.13 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The (a) So long as no Event of Default then exists or would result therefrom, the U.S. Borrower may, shall have the right at any time and from time to time, on any time and upon at least 10 Business Day Days' prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable written notice to the Administrative Agent at least five (5) Business Days prior which shall promptly notify each of the U.S. Revolving Credit Lenders), to the desired effective date of such increase (the “Commitment Amount Increase”) identifying request that one or more additional Lenders (and/or one or additional more other Persons which will become Lenders as provided below) provide Additional U.S. Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and, subject to the applicable terms and additional Lenders) and the amount of its conditions contained in this Agreement, make U.S. Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); providedLoans pursuant thereto, it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional U.S. Revolving Credit Commitment as a result of any such request by the U.S. Borrower, (ii) until such time, if any, as such Lender has agreed to provide an Additional U.S. Revolving Credit Commitment and has executed and delivered to the Administrative Agent an Additional U.S. Revolving Credit Commitment Agreement in respect thereof as provided in subsection 3.15(b) and such Additional U.S. Revolving Credit Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Credit Loans in excess of its Revolving Credit Commitment as in effect prior to giving effect to such Additional U.S. Revolving Credit Commitment provided pursuant to this subsection 3.15, (iii) the aggregate amount of the all Additional U.S. Revolving Credit Commitments permitted to be provided pursuant to this subsection 3.15 shall not be increased to an amount in excess of exceed $150,000,00025,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained the fees payable to any Lender (including, in Section 6 hereof the circumstances contemplated by clause (v) below, any Person who will become a Lender) providing an Additional U.S. Revolving Credit Commitment shall be true and correct in all material respects (except as set forth in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the relevant Additional Revolving Credit on Commitment Agreement, (v) if, after the date of such effectiveness, such Eurodollar Loans shall be deemed U.S. Borrower has requested the then existing U.S. Revolving Credit Lenders (other than Non-Funding Lenders) to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the provide Additional U.S. Revolving Credit Commitments pursuant to Section 1.11 hereofthis subsection 3.15 on the terms to be applicable thereto, the terminated commitment U.S. Borrower has not received Additional U.S. Revolving Credit Commitments in an aggregate amount shall reduce equal to that amount of the Commitment Amount Increase Additional U.S. Revolving Credit Commitments which the U.S. Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the terminated commitment amount. The U.S. Borrower agrees to pay the Administrative Agent as provided above), then the U.S. Borrower may request Additional U.S. Revolving Credit Commitments from other Persons in an aggregate amount equal to such deficiency on terms which are no more favorable to such other Persons in any reasonable expenses respect than the terms offered to the U.S. Revolving Credit Lenders, (vi) any Lender (or, in the circumstances contemplated by clause (v) above, other Person that will become a Lender) shall be subject to the prior written approval of the Administrative Agent relating (such approval not to any Commitment Amount Increase be unreasonably withheld or delayed) and arrangement fees related thereto as agreed upon in writing between Administrative Agent and (vii) all actions taken by the Borrower, if any. Notwithstanding anything herein U.S. Borrower pursuant to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment this subsection 3.15(a) shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentdone in coordination with the Administrative Agent.

Increase in Revolving Credit Commitments. The Borrower So long as no Default or Event of Default shall have occurred and be continuing, the Funds Administrator may, from time to time, on any Business Day prior to the Revolving Credit Termination Expiration Date, with the written consent of the Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five ten (510) Business Days prior to the desired effective date of such increase (the “"Commitment Amount Increase”") identifying one an additional Lender or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment Commitment(s) (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000300,000,000 will require the approval of all the Lenders, and (ii) any Commitment Amount Increase increase of the aggregate amount of the Commitments shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made10,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance Revolving Loans each Lender shall have outstanding its Revolver Percentage Proportionate Share of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar (i) either (A) no LIBOR Rate Loans are be outstanding under the Revolving Credit on the date of such effectiveness, (B) such Eurodollar date of effectiveness shall coincide with the last day of the Interest Period of all LIBOR Rate Loans outstanding, or (C) any LIBOR Rate Loans outstanding shall be deemed to be prepaid and reborrowed on such effective date and the Borrower Borrowers shall pay any amounts owing have paid to the Lenders pursuant to Section 1.11 hereof. In the event that 4.14.4 all costs and expenses associated with such prepayment and reborrowing, and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 4.8(c) hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon Increase. Upon the effectiveness of any such increase in writing between Administrative the Commitments, the Agent and the Borrower, if anyis hereby authorized to issue an amended Annex I to this Agreement reflecting such revised Commitments. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit 's Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $75,000,000 will require the approval of the Required Lenders, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madeIncrease. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that 1.10 hereof and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s 's Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased incurred to an amount in excess of $150,000,000125,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, materiality in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 1.10 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, hereof the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. (a) The BC Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable written notice to the Administrative Agent at least five (5) Business Days prior which shall promptly deliver a copy to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount each of the Revolving Credit Lenders), request that the total Revolving Commitments be increased (a "REVOLVING COMMITMENT INCREASE"); PROVIDED that the total Revolving Commitments shall not be increased by more than $25,000,000 during the term of this Agreement pursuant to an this Section. Such notice shall set forth (i) the amount of the requested increase in excess of $150,000,000, the total Revolving Commitments and the date on which such increase is requested to become effective and (ii) whether the BC Borrower desires to effect all or any Commitment Amount Increase shall be in an amount not less than $5,000,000 or portion of such lesser amount as approved increase by offering the Revolving Lenders the opportunity to ratably increase their Revolving Commitments. If such notice indicates that the BC Borrower elects to offer Revolving Lenders the opportunity to ratably increase their Revolving Commitments, the Administrative Agent, (iii) no Default or Event Agent will notify the Revolving Lenders of Default shall have occurred such offer and be continuing at the time amount of the request or proposed increase to be offered ratably to the effective date of Revolving Lenders, and each Revolving Lender shall, by notice to the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the BC Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that Agent given not more than 10 days after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectivenessthe BC Borrower's notice, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation either agree to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, by all or a portion of the offered amount or decline to increase its Revolving Credit Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment). Regardless of whether the BC Borrower's notice elects to offer Revolving Lenders the opportunity to ratably increase their Revolving Commitments, the BC Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "AUGMENTING REVOLVING LENDER"), which may include any Lender, to 57 extend Revolving Commitments or increase their existing Revolving Commitments in order to effect all or part of the proposed increase in the total Revolving Commitments; PROVIDED that each Augmenting Revolving Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Committed Swingline Lender (such approvals not to be unreasonably withheld), and the BC Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder. Any increase in the total Revolving Commitments may be made in an amount which is less than the increase requested by the BC Borrower if the BC Borrower so elects.

Increase in Revolving Credit Commitments. (a) The BC Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable written notice to the Administrative Agent at least five (5) Business Days prior which shall promptly deliver a copy to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount each of the Revolving Credit Lenders), request that the total Revolving Commitments be increased (a "REVOLVING COMMITMENT INCREASE"); PROVIDED that the total Revolving Commitments shall not be increased by more than $25,000,000 during the term of this Agreement pursuant to an this Section. Such notice shall set forth (i) the amount of the requested increase in excess of $150,000,000, the total Revolving Commitments and the date on which such increase is requested to become effective and (ii) whether the BC Borrower desires to effect all or any Commitment Amount Increase shall be in an amount not less than $5,000,000 or portion of such lesser amount as approved increase by offering the Revolving Lenders the opportunity to ratably increase their Revolving Commitments. If such notice indicates that the BC Borrower elects to offer Revolving Lenders the opportunity to ratably increase their Revolving Commitments, the Administrative Agent, (iii) no Default or Event Agent will notify the Revolving Lenders of Default shall have occurred such offer and be continuing at the time amount of the request or proposed increase to be offered ratably to the effective date of Revolving Lenders, and each Revolving Lender shall, by notice to the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the BC Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that Agent given not more than 10 days after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectivenessthe BC Borrower's notice, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation either agree to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, by all or a portion of the offered amount or decline to increase its Revolving Credit Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment). Regardless of whether the BC Borrower's notice elects to offer Revolving Lenders the opportunity to ratably increase their Revolving Commitments, the BC Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "AUGMENTING REVOLVING LENDER"), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in order to effect all or part of the proposed increase in the total Revolving Commitments; PROVIDED that each Augmenting Revolving Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Committed Swingline Lender (such approvals not to be unreasonably withheld), and the BC Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder. Any increase in the total Revolving Commitments may be made in an amount which is less than the increase requested by the BC Borrower if the BC Borrower so elects.

Increase in Revolving Credit Commitments. The Borrower Borrowers may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ia) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $500,000,000 will require the approval of the Required Lenders, (b) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent25,000,000, (iiic) no Default or Event of Default shall have occurred and be continuing at the time of the request or on the effective date of the Commitment Amount Increase and Increase, (ivd) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations Increase, and warranties that relate to a prior date, (e) the Administrative Agent’s consent (which shall have been true and correct in all material respects (except not be unreasonably withheld) shall be required for any increase in the case amount of an existing Lender’s Revolving Credit Commitment or the addition of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madenew Lender. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower Borrowers and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans or CAD CDOR Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans or CAD CDOR Loans shall be deemed to be prepaid on such date and the Borrower Borrowers shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In 1.12 hereof and (ii) the event that the Borrower Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.13 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request commitment amount increase request substantially in the form attached hereto as Exhibit H G or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased incurred to an amount in excess of $150,000,00080,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madeIncrease. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that 1.8 hereof and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.9 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request that the Total Revolving Credit Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount at such time. Upon the approval of such request by the Administrative Agent (which approval shall not be unreasonably withheld), the Administrative Agent shall deliver a copy thereof to each Revolving Credit Lender. Such notice shall set forth the amount of the requested increase in the Total Revolving Credit Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Revolving Facility Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date), increase the aggregate amount of the and shall offer each Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in Lender the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation opportunity to increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and no Lender’s the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Credit Commitment shall be increased without its consent thereto, and by all or a portion of the offered amount (each Revolving Credit Lender may at its option, unconditionally and without cause, so agreeing being an "Increasing Revolving Lender") or decline to increase its Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Revolving Credit Lender so declining or being deemed to have declined being a "Non-Increasing Revolving Lender"). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an "Augmenting Revolving Lender"), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Revolving Lender, if not already a Revolving Credit Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Total Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders.

Increase in Revolving Credit Commitments. The Borrower may, from time has elected to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments up to an aggregate amount not to exceed $100,000,000, subject to the conditions set forth herein. Agent shall use its best efforts to arrange for such increase to be provided by delivering a Commitment Amount Increase Request one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitments, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitments, or extend Revolving Credit Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement (an “Increasing Lender Joinder”) substantially in the form attached hereto as of Exhibit H or 2.9(a) hereto, and (y) in the case of an Augmenting Lender, the Borrower and such other form acceptable to the Administrative Agent at least five Augmenting Lender execute an agreement (5) Business Days prior to the desired effective date of such increase (the an “Commitment Amount IncreaseAugmenting Lender Joinder”) identifying one or more additional Lenders (or additional substantially in the form of Exhibit 2.9(b) hereto. Increased and new Revolving Credit Commitments for existing created pursuant to this subsection shall become effective on the date agreed by Agent and the relevant Increasing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)Augmenting Lender(s); providedand, howeverAgent shall notify each Lender thereof. Notwithstanding the foregoing, that (i) the aggregate amount of no increase in the Revolving Credit Commitments (or in the Commitment of any Lender), shall not be increased to an amount in excess of $150,000,000become effective under this paragraph unless, (iii) any Commitment Amount Increase on the proposed date of the effectiveness of such increase, the conditions set forth in Section 6.2 shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) satisfied and no Potential Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that exist after giving effect to its advance each Lender such increase in Revolving Credit Commitments and Agent shall have outstanding its Revolver Percentage of Revolving Loans. It shall be received a condition certificate to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on effect dated such date and executed by the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower Managing Director of Borrower, and (ii) Agent shall have terminated any portion received Revolving Credit Notes, if requested by the respective Lenders, reflecting the increase of the Revolving Credit Commitments and documents consistent with those delivered by the Loan Parties under Section 6.1.2 as to the corporate power and authority of Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each Increasing Lender and Augmenting Lender shall make available to Agent, for the benefit of the other Lenders, such amounts in immediately available funds as Agent shall determine as being required in order to cause, after giving effect to such increase 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 Ratable Share of such outstanding Revolving Credit Loans (after giving effect to the increase in the Revolving Credit Commitments occasioned by the addition of the Increasing Lender(s) or Augmenting Lender(s), or both, as the case may be) and (ii) Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments. The deemed payments made pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses clause (ii) of the Administrative immediately preceding sentence in respect of each Revolving Credit Loan subject to the Euro-Rate shall be subject to indemnification by Borrower pursuant to the provisions of Section 4.6.2 [Indemnity] if the deemed payment occurs other than on the last day of the related Interest Periods. Upon the request of Agent, Borrower shall execute and deliver to Agent relating for the benefit of the Lenders any and all other documents, instruments, and agreements necessary or advisable in the reasonable judgment of Agent to evidence or document the increase in the Revolving Credit Commitments, including any Commitment Amount Increase amendments hereto, and arrangement fees related each of the Lenders hereby provides its consent hereto and thereto as agreed upon in writing between Administrative and each Lender hereby authorizes Agent to execute any such documents, instruments, and agreements consistent with the terms of this Section 2.9 on its behalf without the necessity of any further consent of any Lender. Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no each Lender shall have any no obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent theretoprovide any additional credit, and each Lender may at its optioncommitment, unconditionally and without cause, decline to increase its Revolving Credit Commitmentor loan under this Section 2.9.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased incurred to an amount in excess of $150,000,00075,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, materiality in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 1.10 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, hereof the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The Borrower So long as no Default or Event of Default shall have occurred and be continuing, the Funds Administrator may, from time to time, on any Business Day prior to the Revolving Credit Termination Expiration Date, with the written consent of the Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five ten (510) Business Days prior to the desired effective date of such increase (the “"Commitment Amount Increase”") identifying one an additional Lender or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment Commitment(s) (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000200,000,000 will require the approval of all the Lenders, and (ii) any Commitment Amount Increase increase of the aggregate amount of the Commitments shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made10,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance Revolving Loans each Lender shall have outstanding its Revolver Percentage Proportionate Share of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar (i) either (A) no LIBOR Rate Loans are be outstanding under the Revolving Credit on the date of such effectiveness, (B) such Eurodollar date of effectiveness shall coincide with the last day of the Interest Period of all LIBOR Rate Loans outstanding, or (C) any LIBOR Rate Loans outstanding shall be deemed to be prepaid and reborrowed on such effective date and the Borrower Borrowers shall pay any amounts owing have paid to the Lenders pursuant to Section 1.11 hereof. In the event that 4.14.4 all costs and expenses associated with such prepayment and reborrowing, and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 4.8(c) hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon Increase. Upon the effectiveness of any such increase in writing between Administrative the Commitments, the Agent and the Borrower, if anyis hereby authorized to issue an amended Annex I to this Agreement reflecting such revised Commitments. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit 's Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H G or in such other form acceptable to the Administrative Agent (the “Commitment Amount Increase”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased cause the aggregate amount of the Revolving Credit Commitments to an amount in excess of exceed $150,000,0001,000,000,000, unless otherwise approved by the Required Lenders, (ii) any Commitment Amount Increase increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madeIncrease. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Each existing or new Lender consenting to make available the additional Revolving Credit Commitments contemplated by the Commitment Amount Increase shall notify the Administrative Agent of such consent at any time prior to the desired effective date of such Commitment Amount Increase. Upon the effectiveness thereof, (i) the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving LoansLoans and (ii) each Lender shall be deemed to have a Participating Interest, based on the then current Revolver Percentages, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that 2.10 and (ii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount2.11. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, (i) no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentCommitment and (ii) this Section shall supersede any provisions in Sections 12.7 and 12.11 to the contrary.

Increase in Revolving Credit Commitments. The Any Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, (i) request one or more term loans as a separate tranche under this Agreement (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) and/or (ii) increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form reasonably acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”; together with any Incremental Term Loans, each an “Incremental Loan Facility”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ia) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount (or incurrence of Incremental Term Loans the aggregate principal amount of which, when taken together with the outstanding Revolving Credit Commitments, would be) in excess of $150,000,0003,000,000,000 will require the approval of the Required Lenders, (iib) any Commitment Amount Increase increase of the aggregate amount of the Revolving Credit Commitments (or incurrence of Incremental Term Loans) shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent25,000,000, (iiic) no Default or Event of Default shall have occurred and be continuing at the time of the request or on the effective date of the Commitment Amount Increase Incremental Loan Facility, and (ivd) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such Incremental Loan Facility (except in to the case of a extent the same expressly relate to an earlier date, provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or warranty qualified by materiality, in which case such representation or warranty similar language shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made). The effective date of the Commitment Amount Increase Incremental Loan Facility shall be agreed upon designated by the Borrower and Borrowers in consultation with the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower U.S. Xxxxxxxx agrees to pay any reasonable expenses of the Administrative Agent relating to any Incremental Loan Facility. The Borrowers may request one or more persons reasonably acceptable to the L/C Issuers, the Swing Line Lender and the Administrative Agent to provide such Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between or one or more persons reasonably acceptable to the Administrative Agent and the Borrower, if anyto provide such Incremental Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment or to participate as a Lender in an Incremental Term Loan and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. In the case of the Incremental Term Loans, (i) such Incremental Term Loans shall be subject to the same terms and conditions as the Revolving Credit Loans (subject to clauses (ii) and (iv) below), as and to the extent applicable to a term loan facility; provided that the interest rate margins and other economic terms, amortization schedule, prepayment terms, and currency applicable to any Incremental Term Loan shall be determined by the Borrowers and the Lenders thereunder; (ii) the maturity date for such Incremental Term Loans shall not be earlier than the Revolving Credit Termination Date; (iii) such Incremental Term Loans shall rank pari passu in right of payment with the Revolving Credit Loans; (iv) the applicable Borrower shall deliver or cause to be delivered any customary legal opinions or other documents of the applicable Borrower authorizing the Incremental Term Loans as may be reasonably requested by the Administrative Agent; and (v) each Incremental Term Loan shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent and the applicable Borrower executed and delivered by the applicable Borrower, the Administrative Agent and the applicable Lenders (which agreement or agreements may, without the consent of any other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.2). For the avoidance of doubt, nothing in this Section 1.2 shall limit the Borrowers’ ability otherwise to issue, incur, assume, create or have outstanding Debt to the extent otherwise permitted hereby or to amend this Agreement in the manner provided in Section 13.13, including to provide for additional incurrence of Debt hereunder on the terms described in this paragraph or on other terms.

Increase in Revolving Credit Commitments. (a) The Borrower mayCompany shall have the right, at any time and from time to timetime after the Closing Date by written notice to and in consultation with the Administrative Agent, on any Business Day prior to the Revolving Credit Termination Date, request an increase in the aggregate amount of the Revolving Credit Commitments by delivering (each such requested increase, a “Revolving Credit Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying ), by having one or more additional existing Revolving Credit Lenders (or additional increase their respective Revolving Credit Commitments for existing Lender(s) or then in effect (each, an “Increasing Lender”), by adding as a combination of existing Lenders and additional Lenders) and the amount of its Lender with a new Revolving Credit Commitment hereunder one or more Persons that are not already Lenders (or additional amount of its each, an “Additional Revolving Credit Commitment(sLender”)), or a combination thereof; provided, however, provided that (i) any such request for a Revolving Credit Commitment Increase shall be in a minimum amount of $25,000,000, (ii) immediately after giving effect to any Revolving Credit Commitment Increase, (y) the aggregate amount of the Revolving Credit Commitments shall not be increased exceed $125,000,000 and (z) the aggregate of all Revolving Credit Commitment Increases effected and Incremental Term Loans made after the Closing Date shall not exceed $50,000,000 (without regard to an amount in excess any repayment of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative AgentIncremental Term Loans), (iii) no Default or Event of Default shall have occurred and be continuing at on the time of the request applicable Revolving Credit Commitment Increase Date (as hereinafter defined) or the effective date of the shall result from any Revolving Credit Commitment Amount Increase and Increase, (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that immediately after giving effect to its advance each Lender shall have outstanding its Revolver Percentage any Revolving Credit Commitment Increase (including any Borrowings in connection therewith and the application of Revolving Loans. It the proceeds thereof), the Company shall be in compliance with the financial covenants contained in Article VII, such compliance determined with regard to calculations made on a condition pro forma basis for the most recently ended Reference Period for which the Administrative Agent and the Lenders have received financial statements and a Compliance Certificate, as if such Revolving Credit Commitment Increase (and any Borrowings in connection therewith) had been effected on the first day of such period, and (v) the Total Leverage Ratio (as set forth in the Compliance Certificate then most recently delivered to the Administrative Agent and the Lenders) is, after giving pro forma effect to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed Commitment Increase (and to be prepaid on such date any Borrowings in connection therewith and the Borrower application of the proceeds thereof), at least 0.25% below the maximum level then permitted as set forth in Section 7.1. Such notice from the Company shall pay any amounts owing to specify the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion requested amount of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentIncrease.

Increase in Revolving Credit Commitments. The Borrower may(a) Provided there exists no Default, from time to time, on any Business Day prior upon notice to the Revolving Credit Termination DateAdministrative Agent (which shall promptly notify the Lenders), increase the Borrower may on up to three (3) different occasions (in the aggregate amount of with Section 2.14) request an increase in the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the an amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))not exceeding $50,000,000; provided, however, that (i) after giving effect to any such increase in the Revolving Credit Commitments, the aggregate amount of the Revolving Credit increased Commitments that have been effected pursuant to Section 2.14 and this Section 2.15 shall not be increased to an amount in excess of exceed $150,000,000, 100,000,000 at any time and (ii) any Commitment Amount Increase such increase shall be in an aggregate amount not less than of $5,000,000 500,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event any whole multiple of Default shall have occurred and be continuing at $100,000 in excess thereof. At the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time sending of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior datenotice, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and (in consultation with the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance specify the time period within which each Lender is requested to respond (which shall have outstanding its Revolver Percentage of Revolving Loans. It shall in no event be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on less than ten (10) Business Days from the date of delivery of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing notice to the Lenders pursuant to Section 1.11 hereofLenders). In the event that the Borrower Each Lender shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of notify the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation within such time period whether or not it agrees to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

Increase in Revolving Credit Commitments. (a) The Borrower mayCompany shall have the right, at any time and from time to timetime after the Closing Date by written notice to and in consultation with the Administrative Agent, on any Business Day prior to the Revolving Credit Termination Date, request an increase in the aggregate amount of the Revolving Credit Commitments by delivering (each such requested increase, a “Revolving Credit Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying ), by having one or more additional existing Revolving Credit Lenders (or additional increase their respective Revolving Credit Commitments for existing Lender(s) or then in effect (each, an “Increasing Lender”), by adding as a combination of existing Lenders and additional Lenders) and the amount of its Lender with a new Revolving Credit Commitment hereunder one or more Persons that are not already Lenders (or additional amount of its each, an “Additional Revolving Credit Commitment(sLender”)), or a combination thereof; provided, however, provided that (i) any such request for a Revolving Credit Commitment Increase shall be in a minimum amount of $25,000,000, (ii) immediately after giving effect to any Revolving Credit Commitment Increase, (y) the aggregate amount of the Revolving Credit Commitments shall not be increased exceed $125,000,000 and (z) the aggregate of all Revolving Credit Commitment Increases effected and Incremental Term Loans made after the Closing Date shall not exceed $75,000,000 (without regard to an amount in excess any repayment of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative AgentIncremental Term Loans), (iii) no Default or Event of Default shall have occurred and be continuing at on the time of the request applicable Revolving Credit Commitment Increase Date (as hereinafter defined) or the effective date of the shall result from any Revolving Credit Commitment Amount Increase Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that immediately after giving effect to its advance each Lender shall have outstanding its Revolver Percentage any Revolving Credit Commitment Increase (including any Borrowings in connection therewith and the application of Revolving Loans. It the proceeds thereof), the Company shall be in compliance with the financial covenants contained in Article VII, such compliance determined with regard to calculations made on a condition to pro forma basis for the most recently ended Reference Period for which the Administrative Agent and the Lenders have received financial statements and a Compliance Certificate, as if such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit Commitment Increase (and any Borrowings in connection therewith) had been effected on the date first day of such effectiveness, such Eurodollar Loans period. Such notice from the Company shall be deemed to be prepaid on such date and specify the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion requested amount of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentIncrease.

Increase in Revolving Credit Commitments. (i) The Borrower may, by written notice to the Administrative Agent from time to time, request that the Total Revolving Commitment be increased by an amount not to exceed the Incremental Revolving Facility Amount available at such time. Such notice shall set forth the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the Incremental Revolving Facility Amount available at such time) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any Business Day event, must be on or prior to the Revolving Credit Termination Maturity Date). Upon the approval of such request by the Administrative Agent (which approval shall not be unreasonably withheld), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially Borrower may arrange for one or more banks or other entities, in the form attached hereto as Exhibit H or in such other form each case acceptable to the Administrative Agent at least five (5) Business Days prior any such bank or other entity referred to in this clause being an "INCREMENTAL REVOLVING LENDER"), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the desired effective date of requested increase in the Total Revolving Commitment. The Borrower and each Incremental Revolving Lender shall execute all such increase (documentation as the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment (or additional amount of and/or its status as a Lender with a Revolving Credit Commitment(s)); provided, however, that (i) Commitment hereunder. Any increase in the aggregate amount of the Total Revolving Credit Commitments shall not Commitment may be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be made in an amount not which is less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon increase requested by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing is unable to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the arrange for Incremental Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentLenders.

Increase in Revolving Credit Commitments. The Borrower Company may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $400,000,000 will require the approval of the Required Lenders, and (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made10,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower Company and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) (i) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance Loans each Lender shall have outstanding its Revolver pro rata share of Loans and (ii) shall acquire its Percentage of Revolving all participations in all L/C Obligations and Swing Loans. It shall be a condition to such effectiveness that if any Eurodollar (i) no Eurocurrency Loans are be outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans effectiveness and (ii) the Company shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.12 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The Borrower Borrowers may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more an additional Lenders Lender (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ia) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $800,000,000 will require the approval of the Required Lenders, (b) any increase of the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent25,000,000, (iiic) no Default or Event of Default shall have occurred and be continuing at the time of the request or on the effective date of the Commitment Amount Increase and Increase, (ivd) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations Increase, and warranties that relate to a prior date, (e) the Administrative Agent’s consent (which shall have been true and correct in all material respects (except not be unreasonably withheld) shall be required for any increase in the case amount of an existing Lender’s Revolving Credit Commitment or the addition of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madenew Lender. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower Borrowers and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that (i) if any Eurodollar Loans or CAD CDOR Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans or CAD CDOR Loans shall be deemed to be prepaid on such date and the Borrower Borrowers shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In 1.12 hereof and (ii) the event that the Borrower Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 1.13 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if anyIncrease. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. (a) The BC Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable written notice to the Administrative Agent at least five (5) Business Days prior which shall promptly deliver a copy to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount each of the Revolving Credit Lenders), request that the total Revolving Commitments be increased (a “Revolving Commitment Increase”); provided that the total Revolving Commitments shall not be increased by more than $25,000,000 during the term of this Agreement pursuant to an this Section. Such notice shall set forth (i) the amount of the requested increase in excess of $150,000,000, the total Revolving Commitments and the date on which such increase is requested to become effective and (ii) whether the BC Borrower desires to effect all or any Commitment Amount Increase shall be in an amount not less than $5,000,000 or portion of such lesser amount as approved increase by offering the Revolving Lenders the opportunity to ratably increase their Revolving Commitments. If such notice indicates that the BC Borrower elects to offer Revolving Lenders the opportunity to ratably increase their Revolving Commitments, the Administrative Agent, (iii) no Default or Event Agent will notify the Revolving Lenders of Default shall have occurred such offer and be continuing at the time amount of the request or proposed increase to be offered ratably to the effective date of Revolving Lenders, and each Revolving Lender shall, by notice to the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the BC Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that Agent given not more than 10 days after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectivenessthe BC Borrower’s notice, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation either agree to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, by all or a portion of the offered amount or decline to increase its Revolving Credit Commitment (and any Revolving Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment). Regardless of whether the BC Borrower’s notice elects to offer Revolving Lenders the opportunity to ratably increase their Revolving Commitments, the BC Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Revolving Lender”), which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in order to effect all or part of the proposed increase in the total Revolving Commitments; provided that each Augmenting Revolving Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Committed Swingline Lender (such approvals not to be unreasonably withheld), and the BC Borrower and each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Revolving Lender hereunder. Any increase in the total Revolving Commitments may be made in an amount which is less than the increase requested by the BC Borrower if the BC Borrower so elects.

Increase in Revolving Credit Commitments. The Borrower may, from time to time, on any Business Day prior to the Revolving Credit Termination Date, increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000200,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and ​ warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Revolving Credit Commitments. The (a) Provided there exists no Default and on or prior to the fourth anniversary of the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Borrower may, may from time to time, on any Business Day prior to the Revolving Credit Termination Date, request an increase the aggregate amount of in the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit H or in an amount (for all such other form acceptable to the Administrative Agent at least five (5requests) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))not exceeding $500,000,000; provided, however, provided that (i) the aggregate any such request for an increase shall be in a minimum amount of $50,000,000, and (ii) the Borrower may make a maximum of two such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit 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 Revolving Credit Commitments shall not be increased to an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000 or such lesser amount as approved by the Administrative Agent, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) at the time of such request and on the effective date of such Commitment Amount Increase except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were madeLenders). The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Each Revolving Loans in an amount sufficient such that after giving effect to its advance each Credit Lender shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.11 hereof. In the event that the Borrower shall have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof, the terminated commitment amount shall reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of notify the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower, if any. Notwithstanding anything herein to the contrary, no Lender shall have any obligation within such time period whether or not it agrees to increase its Revolving Credit Commitment and no Lender’s and, if so, whether by an amount equal to, greater than, or less than its Applicable Revolving Credit Commitment Percentage of such requested increase. Any Revolving Credit Lender not responding within such time period shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrower and each Revolving Credit Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.