Common use of Increase in Revolving Credit Commitments Clause in Contracts

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) below, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 10,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersRevolving Credit Maturity Date). (ii) Each , and shall offer each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, "INCREASING REVOLVING LENDER") or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld), ) and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving 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. (ivb) If Each of the Aggregate parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Revolving Credit Commitments Commitment pursuant to this Section 2.24, the outstanding Revolving Loans (if any) are increased held by the Revolving Credit Lenders in accordance with this Section, their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and Augmenting Revolving Lenders, (iii) by permitting the Revolving Credit Borrowings outstanding at the time of any increase in the Total Revolving Credit Commitment pursuant to this Section 2.24 to remain outstanding until the last days of the final allocation respective Interest Periods therefor, even though the Revolving Credit Lenders would hold such Revolving Credit Borrowings other than in accordance with their new Pro Rata Percentages, or (iv) by any combination of such the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but otherwise without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit Lender) or addition of a new Revolving Credit Lender shall become effective under this Section 2.24 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of shall have received (with sufficient copies for each Obligor dated as of the Increase Effective Revolving Credit Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date signed by a Responsible Officer of such Obligor under clauses (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increasea)(i), (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(ba)(ii), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ac)(ii)(B) and (b), respectively, d) of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)4.02. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

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) Provided there exists 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 subject 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 conditions set forth under clause (vcase of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) below, as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon notice to by the Borrower and the Administrative Agent Agent. Upon the effectiveness thereof, the new Lender(s) (which or, if applicable, existing Lender(s)) shall promptly notify the Lenders), Borrower may from time advance Revolving Loans in an amount sufficient such that after giving effect to time request an increase in 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 Commitments; providedon the date of such effectiveness, that (A) such Eurodollar Loans shall be deemed to be prepaid on such date and the Aggregate Revolving Credit Commitments Borrower shall not at pay any time exceed amounts owing to the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof Lenders pursuant to Section 2.03(d) and (2) 1.11 hereof. In the then effective Borrowing Base, and (B) such increase 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 be in a minimum amount reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees 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, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default then exists or Event of Default and subject to the conditions set forth under clause (v) belowwould arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), Borrower the Borrowers’ Representative may from time to time request an increase in the Revolving Credit CommitmentsCommitments by an amount (for all such requests) not exceeding $50,000,000 (each such increase, a “Revolving Credit Commitment Increase”); provided, provided that (Ai) the Aggregate any such request for a Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments Commitment Increase shall be in a minimum amount of $5,000,000, or integral multiples 10,000,000 and (ii) the Borrowers’ Representative may make a maximum of $1,000,000 in excess thereofthree (3) such requests. At the time of sending such notice, Borrower the Borrowers’ Representative (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 (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders). (iib) Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Dollar Commitment and, if so, whether by an amount equal to, greater than, or less than its Revolving Credit Percentage Share Commitment of such requested increaseRevolving Credit Commitment Increase. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Dollar Commitment. (iiic) The Administrative Agent shall notify Borrower the Borrowers’ Representative and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to the each request made hereunder. To achieve the full amount of a requested increase Revolving Credit Commitment Increase, and subject to the approval of the Administrative Agent Agent, the Issuer and the Issuing Bank SwingLine Lender (which approvals shall not be unreasonably withheld), Borrower to the extent that the existing Revolving Credit Lenders decline to increase their Revolving Credit Dollar Commitments, or decline to increase their Revolving Credit Dollar Commitments to the amount requested by the Borrowers’ Representative, the Administrative Agent, in consultation with the Borrowers’ Representative, will use its reasonable efforts to arrange for one or more other Eligible Assignees to become a Revolving Credit Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Revolving Credit Commitments requested by the Borrowers’ Representative and not accepted by the existing Revolving Credit Lenders (and the Borrowers’ Representative may also invite additional Persons Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Revolving Credit Lenders) (each, an “Additional Commitment Lender”); provided, however, that without the consent of the Administrative Agent and its counselAgent, at no time shall the Revolving Credit Dollar Commitment of any Additional Commitment Lender be less than $5,000,000. (ivd) If the Aggregate Revolving Credit Commitments are increased in accordance with this SectionSection 2.24, the Administrative Agent and Borrower Agent, in consultation with the Borrowers’ Representative shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increaseRevolving Credit Commitment Increase. The Administrative Agent shall promptly (i) notify Borrower the Borrowers’ Representative and the Revolving Credit Lenders of the final allocation of such increase in the Revolving Credit Commitment Increase and the Increase Effective Date and, on the Increase Effective Date, (i) the Revolving Credit Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Credit Commitment Increase, and (ii) notify EXHIBIT 2.25 shall be deemed modified, without further action, to reflect the revised Revolving Credit Dollar Commitments and Revolving Credit Percentage Commitments of the Revolving Credit Lenders. (e) As conditions precedent to each Lender of its such Revolving Credit Commitment as of Increase: (i) the Increase Effective Date. (v) As a condition precedent to such increase, Borrower Borrowers’ Representative shall deliver to the Administrative Agent a certificate of each Obligor Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Obligor Loan Party (iA) certifying and attaching the resolutions adopted by such Obligor Loan Party approving or consenting to such increaseRevolving Credit Commitment Increase, and (iiB) in the case of Borrowerthe Borrowers, certifying that, before and after giving effect to such increaseRevolving Credit Commitment Increase, (A) the representations and warranties contained in Article VII 4 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; (ii) the Borrowers, the Administrative Agent, and except that for purposes of this Section 2.03(b), the representations any Additional Commitment Lender shall have executed and warranties contained in Section 7.02 shall be deemed to refer delivered a joinder to the most recent statements furnished pursuant Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to clauses the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (aiv) the Borrowers shall have paid such arrangement fees to the Administrative Agent or its Affiliates as the Borrowers’ and the Administrative Agent may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Revolving Credit Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (vi) the Borrowers and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested to effectuate the documentation of the foregoing; and (b), respectively, of Section 8.01, (Bvii) no Default or Event of Default exists, . The Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and (Cpay any additional amounts required pursuant to Section 2.11(e)) no Material Adverse Effect shall have occurred. To to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Revolving Credit Percentage Shares of the Lenders Commitments arising from any nonratable increase in the Revolving Credit Commitment Commitments under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)2.24. (vif) This Section 2.24 shall supersede any provisions in Sections 4.05 or 12.04 Article 15 to the contrary.

Increase in Revolving Credit Commitments. The Borrower may, on any Business Day prior to the 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 an Increase Request 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 “Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) Provided there exists any Increase (A) in an aggregate amount for all Increases in excess of $600,000,000 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 Increase shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and subject to be continuing at the conditions set forth under clause time of the request or the effective date of the Increase, (iv) all representations and warranties contained in Section 5 hereof shall be true and correct at the time of such request and on the effective date of such Increase, and (v) belowprior to the effectiveness of any Increase, upon notice to the Administrative Agent shall have received a copy, certified by the secretary or assistant secretary of the Parent, of resolutions of the Parent’s board of directors authorizing the amount of such Increase. The effective date of any Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (which or, if applicable, existing Lender(s)) shall promptly notify the Lenders), Borrower may from time advance Loans in an amount sufficient such that after giving effect to time request an increase in its Loans each Lender shall have outstanding its Revolver Percentage of all Loans. It shall be a condition to such effectiveness that (i) if any Eurocurrency Loans are outstanding under the Revolving Credit Commitments; providedon the date of such effectiveness, that (A) such Eurocurrency Loans shall be deemed to be prepaid on such date and the Aggregate Revolving Credit Commitments Borrower shall not at pay any time exceed amounts owing to the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof Lenders pursuant to Section 2.03(d) 1.12 hereof and (2ii) the then effective Borrowing Base, and (B) such increase Borrower shall not have terminated any portion of the Revolving Credit Commitments shall be in a minimum amount pursuant to Section 1.13 hereof. The Borrower agrees to pay any reasonable expenses of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within relating to any Increase. Promptly upon the effectiveness of any Increase, the Borrower, if requested by any new Lender, shall execute and deliver a new Note to such time period whether or not it agrees Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default The Borrower may at any time and subject from time to the conditions set forth under clause (v) belowtime, upon by written notice to the Administrative Agent (which shall promptly notify deliver a copy to the LendersBanks) 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 Bank”), Borrower which may from time to time request an increase in the Revolving Credit Commitments; providedinclude any Bank, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of cause the Revolving Credit Commitments of the Increasing Revolving Credit Banks to be increased (or cause the Increasing Revolving Credit Banks to extend new Revolving Credit Commitments) in an amount for each Increasing Revolving Credit Bank (which shall not be in a minimum amount of less than $5,000,000, or integral multiples of $1,000,000 ) set forth in excess thereof. At the time of sending such notice, Borrower provided that (in consultation with the Administrative Agenti) no Revolving Credit Bank shall specify the time period within which each 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 Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees have any obligation to increase its Revolving Credit Commitment andpursuant to this paragraph, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its (ii) all new Revolving Credit Commitment. 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) The Administrative Agent each Increasing Revolving Credit Bank, if not already a Revolving Credit Bank hereunder, shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and be subject to the approval of the Administrative Agent and the Issuing Bank (which approvals approval shall not be unreasonably withheld)) and (iv) each Increasing Revolving Credit Bank, Borrower may also invite additional Persons if not already a Revolving Credit Bank hereunder, shall become a party to become Lenders pursuant this Agreement by completing and delivering to the Administrative Agent a joinder duly executed accession agreement in a form and substance reasonably satisfactory to the Administrative Agent and its counsel. the Borrower (iv) If the Aggregate an “Accession Agreement”). New Revolving Credit Commitments are increased and increases in accordance with Revolving Credit Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this SectionSection 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 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 Borrower shall determine (ii) on the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The , the representations and warranties of the Borrower and the Guarantor set forth in this Agreement shall be true and correct in all material respects and no Default shall have occurred and be continuing, and the Administrative Agent shall promptly (i) notify Borrower have received a certificate to that effect dated such date and executed by a Financial Officer of the final allocation Borrower. On the effective date of such any increase in the Revolving Credit Commitment and Commitments pursuant to this Section 2.17, to the Increase Effective Date, and (ii) notify each Lender of its extent there are outstanding Revolving Credit Commitment Advances, the parties hereto shall implement such arrangements as of may be agreed upon by the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to and the Administrative Agent a certificate of each Obligor dated as of to ensure that the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching proportion between the resolutions adopted by such Obligor approving or consenting to such increaseRevolving Credit Banks’ outstanding Revolving Credit Advances, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII their respective Revolving Credit Commitments, after giving effect to such increase, will be re-established, and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as effectiveness of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 increase shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding conditioned on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)implementation of such arrangements. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 10,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersRevolving Credit Maturity Date). (ii) Each , and shall offer each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, "Increasing Revolving Lender") or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld), ) and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving 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. (ivb) If Each of the Aggregate parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Revolving Credit Commitments Commitment pursuant to this Section 2.24, the outstanding Revolving Loans (if any) are increased held by the Revolving Credit Lenders in accordance with this Section, their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and Augmenting Revolving Lenders, (iii) by permitting the Revolving Credit Borrowings outstanding at the time of any increase in the Total Revolving Credit Commitment pursuant to this Section 2.24 to remain outstanding until the last days of the final allocation respective Interest Periods therefor, even though the Revolving Credit Lenders would hold such Revolving Credit Borrowings other than in accordance with their new Pro Rata Percentages, or (iv) by any combination of such the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but otherwise without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit Lender) or addition of a new Revolving Credit Lender shall become effective under this Section 2.24 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of shall have received (with sufficient copies for each Obligor dated as of the Increase Effective Revolving Credit Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date signed by a Responsible Officer of such Obligor under clauses (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increasea)(i), (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(ba)(ii), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ac)(ii)(B) and (b), respectively, d) of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)4.02. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000, 3,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) Business Days from 10 days nor more than 60 days after the date of delivery of such notice (other than in connection with any such increase that is requested to become effective on the Lenders). (ii) Each Lender shall notify Restatement Date, with respect to which such shorter notice as may be reasonably acceptable to the Administrative Agent within such time period whether shall suffice) and which, in any event, must be on or not it agrees prior to the Revolving Credit Maturity Date), and shall offer each Revolving Credit Lender the opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, "Increasing Revolving Lender") or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld), ) and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving 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. (ivb) If Each of the Aggregate parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Revolving Credit Commitments Commitment pursuant to this Section 2.24, the outstanding Revolving Loans (if any) are increased held by the Revolving Credit Lenders in accordance with this Section, their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent and Borrower shall determine Agent, following consultation with the effective date (such dateBorrower, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and Augmenting Revolving Lenders, or (iii) by any combination of the final allocation of such foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but otherwise without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit Lender) or addition of a new Revolving Credit Lender shall become effective under this Section 2.24 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increaseif requested, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of shall have received legal opinions and board resolutions consistent with those delivered on the Increase Effective Restatement Date signed by a Responsible Officer of such Obligor under clauses (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increasea), and (iic)(ii)(B) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)4.02. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. Any Borrower may, on any Business Day prior to the Revolving Credit Termination Date, (i) Provided there exists no Default request one or Event of Default and subject to more term loans as a separate tranche under this Agreement (each an “Incremental Term Loan” and, collectively, the conditions set forth under clause “Incremental Term Loans”) and/or (vii) below, upon notice to increase the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase 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 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)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (a) any increase of the aggregate amount of the Revolving Credit Commitments 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 $2,625,000,000 will require the approval of the Required Lenders, (b) any increase of the aggregate amount of the Revolving Credit Commitments (or incurrence of Incremental Term Loans) shall be in a minimum an amount not less than $25,000,000, (c) no Event of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At Default shall have occurred and be continuing at the time of sending the request or on the effective date of the Incremental Loan Facility, and (d) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such noticeIncremental Loan Facility (except to the extent the same expressly relate to an earlier date, Borrower (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects). The effective date of the Incremental Loan Facility shall be designated by the Borrowers in consultation with the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall specify the time period within which advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender is requested shall have outstanding its Revolver Percentage of Revolving Loans. The U.S. Borrower agrees to respond (which shall in no event be less than ten (10) Business Days from the date pay any reasonable expenses of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within 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 time period whether Commitment Amount Increase or not it agrees one or more persons reasonably acceptable to the Administrative Agent to provide such Incremental Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by or to participate as a Lender in an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period Incremental Term Loan and no Lender’s Revolving Credit Commitment shall be deemed to have declined 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) The Administrative Agent such Incremental Term Loans shall notify 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 Lenders’ responses to applicable Borrower authorizing the request made hereunder. To achieve the full amount of a Incremental Term Loans as may be reasonably requested increase and subject to the approval of by the Administrative Agent Agent; and the Issuing Bank (which approvals v) each Incremental Term Loan shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders effected pursuant to a joinder agreement one or more agreements in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Sectionapplicable Borrower executed and delivered by the applicable Borrower, the Administrative Agent and Borrower shall determine the effective date applicable Lenders (which agreement or agreements may, without the consent of any other Lenders effect such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent amendments to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII this Agreement and the other Loan Documents are true and correct on and as may be necessary or appropriate, in the opinion of the Increase Effective DateAdministrative Agent, except 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 that such representations and warranties specifically refer otherwise permitted hereby or to an earlier date, amend this Agreement in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained manner provided in Section 7.02 shall be deemed 13.13, including to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, provide for additional incurrence of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding Debt hereunder on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that terms described in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)this paragraph or on other terms. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon by written notice to the Administrative Agent Agent, on one occasion only, request Incremental Revolving Credit Commitments in an amount not to exceed $12,000,000 from one or more Incremental Revolving Credit Lenders (which shall promptly notify the Lenders), Borrower may from time include any existing Lender) willing to time request an increase provide such Incremental Revolving Loans in the Revolving Credit Commitmentstheir own discretion; provided, that (A) the Aggregate each Incremental Revolving Credit Commitments shall Lender, if not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Basealready a Lender hereunder, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals approval shall not be unreasonably withheld), Borrower may also invite additional Persons . Such notice shall set forth (i) the amount of the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $1,000,000) and (ii) the date on which such Incremental Revolving Credit Commitments are requested to become Lenders pursuant to a joinder agreement in form effective (which shall not be less than 10 Business Days after the date of such notice). (b) The Borrower and substance satisfactory each Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Revolving Loan Assumption Agreement and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, such other documentation as the Administrative Agent and Borrower shall determine reasonably specify to evidence the effective date (such date, the “Increase Effective Date”) and the final allocation Incremental Revolving Credit Commitment of such increaseIncremental Revolving Credit Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Loan Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Credit Commitment evidenced thereby as provided for in Section 9.8(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Credit Commitment shall become effective under this Section 2.24 unless (i) notify Borrower on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.1 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the final allocation Borrower, (ii) if such Incremental Revolving Credit Commitments are to become effective more than 30 days after the Closing Date, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Revolving Credit Lenders) legal opinions, board resolutions and other closing certificates and documentation consistent with those delivered on the Closing Date under Section 4.2, and (iii) the Borrower would be in Pro Forma Compliance after giving effect to such increase in the Incremental Revolving Credit Commitment and the Increase Effective Date, Loans to be made thereunder and (ii) notify each Lender of its Revolving Credit Commitment as the application of the Increase Effective Dateproceeds therefrom as if made and applied on such date. (vd) As a condition precedent to such increase, Borrower shall deliver to Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Revolving Loans, when originally made, are included in each Borrowing of outstanding Revolving Loans on a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increasepro rata basis, and (ii) in the case Borrower agrees that Section 2.15 shall apply to any conversion of Borrower, certifying that, before and after giving effect Eurodollar Revolving Loans to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding ABR Revolving Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to reasonably required by the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)effect the foregoing. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrowers may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time after the Restatement Date, request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Incremental Revolving Credit Commitments shall in an amount not at any time to exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Incremental Revolving Credit Commitment andAmount from one or more Incremental Revolving Credit Lenders, which may include any existing Lender; provided that each Incremental Revolving Credit Lender, if sonot already a Revolving Credit Lender hereunder, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and Agent, the Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons . Each such notice shall set forth (i) the amount of the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Revolving Credit Commitment Amount) and (ii) the date on which such Incremental Revolving Credit Commitments are requested to become Lenders pursuant to a joinder agreement in form effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice). (b) The Borrowers and substance satisfactory each Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent and its counsel. (iv) If the Aggregate an Incremental Revolving Credit Commitments are increased in accordance with this Section, Assumption Agreement and such other documentation as the Administrative Agent and Borrower shall determine reasonably specify to evidence the effective date (such date, the “Increase Effective Date”) and the final allocation Incremental Revolving Credit Commitment of such increaseIncremental Revolving Credit Lender. The Administrative Agent shall promptly (i) notify Borrower each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the final allocation parties hereto hereby agrees that, upon the effectiveness of such increase in any Incremental Revolving Credit Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Dateevidenced thereby. (vc) As a condition precedent to such increase, Borrower shall deliver to Each of the parties hereto hereby agrees that the Administrative Agent a certificate of each Obligor dated may take any and all actions as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting may be reasonably necessary to such increase, and (ii) in the case of Borrower, certifying ensure that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except any Incremental Revolving Credit Commitment pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b)2.25, the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses outstanding Revolving Loans (aif any) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in are held by the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to discretion of the Administrative Agent (providedi) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, that (ii) by causing the existing Revolving Credit Lenders to assign portions of their outstanding Revolving Loans to Incremental Revolving Credit Lenders, (iii) by permitting the Revolving Credit Borrowings outstanding at the time of any increase in each casethe Total Revolving Credit Commitment pursuant to this Section 2.25 to remain outstanding until the last days of the respective Interest Periods therefor, Borrower even though the Revolving Credit Lenders would hold such Revolving Credit Borrowings other than in accordance with their new Pro Rata Percentages, or (iv) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (c) shall pay any additional amounts required be subject to indemnification by the Borrowers pursuant to Section 5.05)2.16, but otherwise without premium or penalty. (vid) This Notwithstanding the foregoing, no Incremental Revolving Credit Commitment shall become effective under this Section 2.25 unless on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall supersede any provisions in Sections 4.05 or 12.04 be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the contraryBorrowers.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowDefault, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders)) specifying in reasonable detail the proposed terms thereof, Borrower the Borrowers may from time to time after the Initial Funding Date, request an increase in the Revolving Credit Commitments; provided, that Facility (A) which shall be on the Aggregate same terms as the Revolving Credit Commitments shall not at any time exceed Facility) by an amount (for all such requests, together with all requests for an increase in the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof Term Facility pursuant to Section 2.03(d2.21) and not exceeding $250,000,000; provided that (2i) the then effective Borrowing Base, and (B) any such request for an increase of the Revolving Credit Commitments shall be in a minimum amount of the lesser of (x) $5,000,000, or integral multiples 25,000,000 and (y) the entire remaining amount of $1,000,000 increases available under this Section and (ii) the Borrowers shall make no more than a total of three requests for increases in excess thereofthe Revolving Credit Facility under this Section 2.22 and/or increases in the Term Facility under Section 2.21. At the time of sending such notice, Borrower (in consultation with the Borrowers and the Administrative Agent) 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). (iib) Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount a percentage of the requested increase equal to, greater than, or less than its Applicable Percentage Share in respect of such requested increasethe Revolving Credit Facility. Any Revolving Credit Lender approached to provide all or a portion of the increase in the Revolving Credit Facility may elect or decline, in its sole discretion, to provide such increase of the loans thereunder. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iiic) The Administrative Agent shall promptly notify Borrower the Borrowers and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to the each request made hereunder. To achieve the full amount of a requested increase and subject to increase, the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower Borrowers may also invite additional Persons Eligible New Lenders to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselAgent. (ivd) If the Aggregate Revolving Credit Commitments are Facility is increased in accordance with this Section, the Administrative Agent and Borrower the Borrowers shall determine the effective date (such date, the “Revolving Credit Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower the Borrowers and the Revolving Credit Lenders of the final allocation of such increase and the Revolving Credit Increase Effective Date. In connection with any increase in the Revolving Credit Commitment Facility, this Agreement and the Increase Effective Dateother Loan Documents may be amended in a writing (which may be executed and delivered by the Obligors and the Administrative Agent, and (iiwithout the consent of any Lender) notify each Lender of to reflect any technical changes necessary to give effect to such increase in accordance with its Revolving Credit Commitment terms as of the Increase Effective Dateset forth herein. (ve) As a condition conditions precedent to such increase, , (i) each Borrower shall deliver to the Administrative Agent a certificate of each Obligor such Borrower dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Obligor (i) Borrower, certifying and attaching the resolutions adopted by such Obligor Borrower approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (ii) through (iv) have been satisfied (which certificate shall include supporting calculations demonstrating compliance with the conditions set forth in clause (iv) below), (ii) no Default shall have occurred and be continuing or would result from such increase, (iii) the representations and warranties of the Obligors set forth in this Agreement, and of each Credit Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects as of the Revolving Credit Increase Effective Date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of Borrower, certifying that, before and such earlier date, (iv) immediately after giving effect to such increase, the Obligors shall be in Pro Forma Compliance, and (Av) to the representations extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 5.01 with respect to the Obligors and warranties contained in Article VII each other Credit Party evidencing the approval of such increase by the Obligors and each other Credit Party. (f) On the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except the Borrowers shall (A) prepay the outstanding Revolving Credit Loans (if any) in full; (B) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment, provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Revolving Credit Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such representations Revolving Credit Lender will be subsequently borrowed from such Revolving Credit Lender and warranties specifically refer (y) the existing Revolving Credit Lenders and any Eligible New Lenders that become Revolving Credit Lenders pursuant to an earlier datethis Section, if any, shall make and receive payments among themselves, in which case they a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Revolving Credit Loans are true and correct as held ratably by the Revolving Credit Lenders in accordance with the respective Revolving Credit Commitments of such earlier dateRevolving Credit Lenders (after giving effect to such increase); and (C) pay to the Revolving Credit Lenders the amounts, and except that for purposes if any, payable under Section 2.15 as a result of this Section 2.03(b)any such prepayment. Concurrently therewith, the representations and warranties contained in Section 7.02 Revolving Credit Lenders shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, have adjusted their participation interests in any outstanding Letters of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable Credit so that such interests are held ratably in accordance with any revised Percentage Shares of the Lenders arising from any nonratable increase in the their Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)Commitments as so increased. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) below, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower the Company may from time request: (i) additional Revolving Credit Commitments pursuant to time request an increase in any Commitment Increase and Joinder Agreement on one or more occasions after the Seventh Restatement Effective Date, additional Revolving Credit Commitments; provided, that (Aby an aggregate amount not to exceed $1,500,000,000. Each such addition under this Section 2.15(a) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum an aggregate amount of $5,000,000, 5,000,000 or integral multiples any whole multiple of $1,000,000 in excess thereof. . (b) Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made, at the option of the Company, by either (i) increasing the Revolving Credit Commitments with the same terms (including pricing and currency) as the existing Revolving Credit Commitments or (ii) creating a new tranche of the Revolving Credit Facility with the Additional Revolving Credit Commitments of Lenders willing to fund in an Additional Alternative Currency pursuant to which Revolving Credit Loans under such new tranche may be denominated in such Additional Alternative Currency. (c) At the time of the sending such noticeof notice requesting additional Revolving Credit Commitments, Borrower the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) . Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its provide an additional Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Pro Rata Share of such requested increaseincrease (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to increase its provide an additional Revolving Credit Commitment. (iii) . The Administrative Agent shall notify Borrower the Company and each Lender of the Lenders’ responses to the each request made hereunder. To achieve the full amount of a requested increase and subject to increase, the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower Company may also invite additional Persons Eligible Assignees to become Lenders Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselcounsel (each, a “Commitment Increase and Joinder Agreement”). (ivd) If the Aggregate any Revolving Credit Commitments are increased added in accordance with this SectionSection 2.15, the Administrative Agent and Borrower the Company shall determine the effective date (such date, the “Increase Additional Commitments Effective Date”) and the final allocation of such increaseaddition. The Administrative Agent shall promptly (i) notify Borrower the Company and the Lenders of the final allocation of such increase in the Revolving Credit Commitment addition and the Increase Additional Commitments Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) . As a condition precedent to such increaseaddition, Borrower the Company shall deliver to the Administrative Agent a certificate of each Obligor the Company dated as of the Increase Additional Commitments Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, Company certifying that, before and after giving effect to such increase, (Ai) the representations and warranties contained in Article VII and the other Loan Documents 5 are true and correct in all material respects on and as of the Increase Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.03(b2.15(d), the representations and warranties contained in Section 7.02 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.01, 6.01 and (Bii) no Default exists before or Event of Default existsafter giving effect to such addition. (e) On each Additional Commitments Effective Date, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the each Lender or Eligible Assignee which is providing an additional Revolving Credit Commitment under shall become a “Revolving Credit Lender” for all purposes of this Section, Borrower shall prepay Loans outstanding on Agreement and the Increase Effective Date and/or Lenders shall make assignments pursuant other Loan Documents with a Revolving Credit Commitment that is increased by (in the case of an existing Revolving Credit Lender) or equal to arrangements satisfactory to (in the Administrative Agent (provided, that in each case, Borrower shall pay any case of a new Revolving Credit Lender) such additional amounts required pursuant to Section 5.05)Revolving Credit Commitment. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject The Borrower may, from time to the conditions set forth under clause (v) belowtime, upon by written notice to the Administrative Agent (which shall promptly notify and the Lenders), Borrower may from time Lenders elect to time request an increase in the Revolving Credit Commitments; provided, that (A) Lenders to provide prior to the Aggregate Maturity Date one or more increases to the existing Revolving Credit Commitments shall (each, an “Incremental Revolving Commitment”) by an aggregate amount not at any time exceed the lesser in excess of (1i) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and $75,000,000 plus (2) the then effective Borrowing Base, and (Bii) such increase additional amount (the “Unlimited Incremental Amount”) 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 Credit Commitments and each such request shall be in a minimum amount of $5,000,000, 10,000,000 or integral multiples any whole multiple of $1,000,000 500,000 in excess thereofthereof (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 (respond, which shall in no event be less than ten (10) 10 Business Days from the date of delivery of such notice to the LendersLenders (or such shorter period as may be agreed to by the Administrative Agent and each proposed Lender, in their sole discretion). (ii) . Each Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether or not it agrees agrees, to increase its provide an Incremental Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, than or less than its Percentage Share of such requested increaserequested. Any Lender Person not responding within such time period shall be deemed to have declined to increase its provide an Incremental Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of . If the Lenders’ responses to the request made hereunder. To achieve the full requested amount of a requested increase and subject Incremental Revolving Commitments exceeds the amount existing Lenders have agreed to provide, the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons seek Additional Lenders that are Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counselprovide such excess amount of Incremental Revolving Commitments. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 10,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersRevolving Credit Maturity Date). (ii) Each , and shall offer each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 Business Days after the date of the Administrative Agent’s notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, “Increasing Revolving Lender”) or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 Business Days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent Agent, the Swingline Lender and the Issuing Bank Banks (which approvals shall not be unreasonably withheld), ) and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving 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. (ivb) If Each of the Aggregate parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Revolving Credit Commitments Commitment pursuant to this Section 2.24, the outstanding Revolving Loans (if any) are increased held by the Revolving Credit Lenders in accordance with this Section, their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and Augmenting Revolving Lenders, or (iii) by any combination of the final allocation of such foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but otherwise without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit Lender) or addition of a new Revolving Credit Lender shall become effective under this Section 2.24 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Overnite, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of shall have received (with sufficient copies for each Obligor dated as of the Increase Effective Revolving Credit Lenders) legal opinions and board resolutions consistent with those delivered on the Closing Date signed by a Responsible Officer of such Obligor under clauses (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increasea), and (iic)(ii)(B) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)4.02. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify be in minimum increments of $1,000,000 or equal to the Lenders)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, Borrower may from time in any event, must be prior to time request an increase in the Revolving Credit Commitments; providedMaturity Date), that (A) the Aggregate and shall offer each Revolving Credit Commitments shall not at any time exceed Lender the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 Business Days after the date of the Administrative Agent’s notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, “Increasing Revolving Lender”) or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 Business Days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made hereunder. To achieve second sentence of this paragraph, the full Increasing Revolving Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount of a 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 and their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Revolving Lender shall be subject to the prior written approval of the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheldwithheld or delayed), and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if such Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Revolving Lenders. (ivb) If Each of the Aggregate parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that after giving effect to any increase pursuant to this Section 2.25, the outstanding Revolving Loans (if any) are held by the Revolving Credit Commitments are increased Lenders in accordance with this Section, their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent and Borrower shall determine Agent, following consultation with the effective date (such dateBorrower, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and/or Augmenting Revolving Lenders, or (iii) by any combination of the final allocation of such foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Revolving Credit Commitment Commitments shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied (treating the effectiveness of the increase in the Revolving Credit Commitments as a “Credit Event” for such purposes) and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of shall have received (with sufficient copies for each Obligor dated as of the Increase Effective Date signed Incremental Revolving Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to and consistent with those delivered on the Closing Date under Section 5.05)4.02. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to After the conditions set forth under clause (v) belowdate hereof, upon the Borrower may, by written notice to the Administrative Agent (Agent, request Additional Credit Commitments in an amount not to exceed $50,000,000 from one or more Additional Credit Lenders, which shall promptly notify may include any existing Lender; PROVIDED that during the Lenders)life of this Agreement, the Borrower may from time to time only make one request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving for Additional Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to this Section 2.03(d) and (2) the then effective Borrowing Base2.19; PROVIDED FURTHER that each Additional Credit Lender, and (B) such increase of the Revolving Credit Commitments if not already a Lender hereunder, shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank Borrower (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons . Each such notice shall set forth (i) the amount of the Additional Credit Commitments being requested (which shall be in a minimum amount of $2,500,000) and (ii) the date on which such Additional Credit Commitments are requested to become Lenders pursuant to a joinder agreement in form effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice). (b) The Borrower and substance satisfactory each Additional Credit Lender shall execute and deliver to the Administrative Agent an Additional Credit Assumption Agreement and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, such other documentation as the Administrative Agent and Borrower shall determine reasonably specify to evidence the effective date (such date, the “Increase Effective Date”) and the final allocation Additional Credit Commitment of such increaseAdditional Credit Lender. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender as to the effectiveness of its Revolving each Additional Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Additional Credit Assumption Agreement, each such Additional Credit Lender shall, to the extent not an existing Lender, become a Lender hereunder and this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Additional Credit Commitment as of the Increase Effective Dateevidenced thereby. (vc) As a condition precedent to such increase, Borrower shall deliver to Each of the parties hereto hereby agrees that the Administrative Agent a certificate of each Obligor dated may take any and all actions as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting may be reasonably necessary to such increase, and (ii) in the case of Borrower, certifying ensure that, before and after giving effect to such increaseany Additional Credit Commitment pursuant to this Section 2.19, the outstanding Loans (if any) are held by the Lenders in accordance with their new pro rata percentages. This may be accomplished at the discretion of the Administrative Agent (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (Aii) by causing the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as existing Lenders to assign portions of the Increase Effective Datetheir outstanding Loans to Additional Credit Lenders, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 assignments shall be deemed to refer to the most recent statements furnished be effective pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.to

Increase in Revolving Credit Commitments. The Borrower may, on any Business Day prior to the 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 an Increase Request 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 “Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) Provided there exists any Increase (A) in an aggregate amount for all Increases in excess of $400,000,000 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 Increase shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and subject to be continuing at the conditions set forth under clause time of the request or the effective date of the Increase, (iv) all representations and warranties contained in Section 5 hereof shall be true and correct at the time of such request and on the effective date of such Increase, and (v) belowprior to the effectiveness of any Increase, upon notice to the Administrative Agent shall have received a copy, certified by the secretary or assistant secretary of the Parent, of resolutions of the Parent’s board of directors authorizing the amount of such Increase. The effective date of any Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (which or, if applicable, existing Lender(s)) shall promptly notify the Lenders), Borrower may from time advance Loans in an amount sufficient such that after giving effect to time request an increase in its Loans each Lender shall have outstanding its Revolver Percentage of all Loans. It shall be a condition to such effectiveness that (i) if any Eurocurrency Loans are outstanding under the Revolving Credit Commitments; providedon the date of such effectiveness, that (A) such Eurocurrency Loans shall be deemed to be prepaid on such date and the Aggregate Revolving Credit Commitments Borrower shall not at pay any time exceed amounts owing to the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof Lenders pursuant to Section 2.03(d) 1.12 hereof and (2ii) the then effective Borrowing Base, and (B) such increase Borrower shall not have terminated any portion of the Revolving Credit Commitments shall be in a minimum amount pursuant to Section 1.13 hereof. The Borrower agrees to pay any reasonable expenses of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within relating to any Increase. Promptly upon the effectiveness of any Increase, the Borrower, if requested by any new Lender, shall execute and deliver a new Note to such time period whether or not it agrees Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) below, upon Upon notice to the Administrative Agent (which shall promptly notify Agent, at any time after the Lenders)Closing Date, Borrower the Borrowers may from time to time request an increase in the Additional Revolving Credit Commitments; provided, provided that (Ai) after giving effect to any such addition, the Aggregate aggregate amount of Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not at exceed $50,000,000, (ii) any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments addition shall be in a minimum an aggregate amount of $5,000,000, 15,000,000 or integral multiples any whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent the final maturity date of any Additional Revolving Credit Loans shall notify Borrower of be no earlier than the Lenders’ responses Maturity Date for the Revolving Credit Loans, and (iv) such Additional Revolving Credit Commitments shall be first offered to the request made hereunder. To achieve the full amount then existing Lenders, which shall have a right of first refusal (but not an obligation) to increase their revolving Credit Commitments by a requested increase pro rata amount, and any such lenders which become party hereto which are not then Lenders shall be subject to the approval of the Administrative Agent and the Issuing Bank Borrowers (which approvals shall such approval not to be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (ivb) If the Aggregate any Additional Revolving Credit Commitments are increased added in accordance with this SectionSection 2.14, the Administrative Agent and the applicable Borrower shall determine the effective date (such date, the “Increase Additional Commitments Effective Date”) and the final allocation amount of such increaseaddition. The Administrative Agent shall promptly notify the applicable Borrower and the Lenders (iwhich may include Persons reasonably acceptable to the Administrative Agent and the applicable Borrower that were not Lenders prior to the Additional Commitments Effective Date) notify Borrower of the final allocation amount of such increase in the Revolving Credit Commitment addition and the Increase Additional Commitments Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) . As a condition precedent to such increaseaddition, Borrower the Borrowers shall deliver to the Administrative Agent a certificate of each Obligor the Borrowers dated as of the Increase Additional Commitments Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, each Borrower certifying that, before and after giving effect to such increase, (Ai) the representations and warranties contained in Article VII 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.03(b2.14(b), the representations and warranties contained in Section 7.02 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.016.01, (Bii) no Default or Event of Default existsexists immediately before or immediately after giving effect to such addition, (iii) UHS and its Restricted Subsidiaries shall be in Pro Forma Compliance with the financial covenant set forth in Section 7.11 as of (A) the Additional Commitments Effective Date and (CB) no Material Adverse the last day of the most recently ended determination period after giving Pro Forma Effect to such Additional Revolving Credit Commitment, as applicable, the making of Additional Revolving Credit Loans, as the case may be, in respect thereof and any Investment or Disposition to be consummated in connection therewith. On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person which is providing an Additional Revolving Credit Commitment shall have occurred. To become a “Lender”, as applicable, for all purposes of this Agreement and the other Loan Documents. (c) Any other terms of and documentation entered into in respect of any Additional Revolving Credit Commitments provided, in each case pursuant to this Section 2.14, to the extent necessary to keep the outstanding Loans ratable not consistent with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this SectionCommitments, Borrower as the case may be, shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements be reasonably satisfactory to the Administrative Agent (providedAgent. Any Additional Revolving Credit Commitments, that in each caseas applicable, Borrower shall pay any additional amounts required made or provided pursuant to this Section 5.05)2.14 shall be evidenced by one or more entries in the Register maintained by the Administrative Agent in accordance with the provisions set forth in Section 2.11. (vid) This Section 2.14 shall supersede any provisions in Sections 4.05 or 12.04 Section 10.01 to the contrary. Notwithstanding any other provision of any Loan Document, the Loan Documents may be amended by the Administrative Agent and the Loan Parties, if necessary, to provide for terms applicable to each Additional Revolving Credit Commitment.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 10,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersRevolving Credit Maturity Date). (ii) Each , and shall offer each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, "Increasing Revolving Lender") or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld), ) and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving 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. (ivb) If Each of the Aggregate parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Revolving Credit Commitments Commitment pursuant to this Section 2.24, the outstanding Revolving Loans (if any) are increased held by the Revolving Credit Lenders in accordance with this Section, their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and Augmenting Revolving Lenders, (iii) by permitting the Revolving Credit Borrowings outstanding at the time of any increase in the Total Revolving Credit Commitment pursuant to this Section 2.24 to remain outstanding until the last days of the final allocation respective Interest Periods therefor, even though the Revolving Credit Lenders would hold such Revolving Credit Borrowings other than in accordance with their new Pro Rata Percentages, or (iv) by any combination of such the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but otherwise without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit Lender) or addition of a new Revolving Credit Lender shall become effective under this Section 2.24 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of shall have received (with sufficient copies for each Obligor dated as of the Increase Effective Revolving Credit Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date signed by a Responsible Officer of such Obligor under clauses (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increasea)(i), (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(ba)(ii), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ac)(ii)(B) and (b), respectively, d) of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)4.02. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. The Borrower may, on any Business Day prior to two (i2) Provided there exists no Default or Event years after the Closing Date, with the written consent of Default and subject to the conditions set forth under clause (v) below, upon notice to the Administrative Agent (which consent shall promptly notify the Lendersnot be unreasonably withheld or delayed), Borrower may from time to time request an increase in the aggregate amount of the Revolving Credit CommitmentsCommitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit 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 an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (Ai) any increase of the Aggregate aggregate amount of the Revolving Credit Commitments shall not at to an amount in excess of $10,000,000 will require the approval of all the Lenders, (ii) any time exceed increase of the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount of not less than $5,000,000, (iii) no Default or integral multiples Event of $1,000,000 in excess thereof. At Default shall have occurred and be continuing at the time of sending 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 at the time of such noticerequest and on the effective date of such Commitment Account Increase, except to the extent such representations and warranties refer to an earlier date. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower (in consultation with and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall specify the time period within which advance Revolving Loans in an amount sufficient such that after giving effect to its Loans each Lender is requested shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to respond such effectiveness that (which shall in no event be less than ten (10i) Business Days from unless the Lenders otherwise agree, if any Eurodollar Loans are outstanding under the Revolving Credit on the date of delivery of such notice effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders). Lenders pursuant to Section 1.12 hereof and (ii) Each Lender the Borrower shall notify not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.13 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent within such time period whether relating to any Commitment Amount Increase. Promptly upon the effectiveness of any Commitment Amount Increase, the Borrower shall execute and deliver new Revolving Notes in the amount of any additional Lender's Revolving Credit Commitment (or not it agrees 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, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender's Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default The Company shall have the right at any time and subject to the conditions set forth under clause (v) below, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time request an to increase in the Revolving Credit Commitments; provided, that (A) the Aggregate aggregate Revolving Credit Commitments shall not at any time exceed the lesser of hereunder by adding to this Agreement one or more other lenders (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Basewhich may, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery consent of such notice to the Lenders). (iiLender, include an existing Lender, each such lender an "Additional Lender") Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to with the approval of the Administrative Agent and the Issuing Bank (which approvals approval shall not be unreasonably withheld), Borrower may also invite additional Persons to become each of which Additional Lenders pursuant to a joinder shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Lender shall undertake a Revolving Credit Commitment (if any such Additional Lender is a Revolving Credit Lender, its Revolving Credit Commitment shall be in addition to such Lender's Revolving Credit 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 its counsel.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: (i) the Company shall have given the Administrative Agent notice of any such increase at least three Business Days prior to any such Increased Revolving Credit Commitment Date; (ii) the minimum aggregate amount of any such increase on any Increased Revolving Credit Commitment Date shall be $10,000,000; (iii) no Default shall have occurred and be continuing as of the date of the notice referred to in the foregoing clause (i) or on the Increased Revolving Credit Commitment Date; (iv) If in the Aggregate Revolving Credit Commitments are increased in accordance with this Sectionevent that, upon the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation effectiveness of such increase. The Administrative Agent , any Loans are outstanding hereunder, the Additional Lenders shall promptly (i) notify Borrower have made new Loans, and the Company shall have prepaid Loans of the final allocation then-existing Revolving Credit Lenders, in each case in such amounts and (if applicable) with Interest Periods of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment duration as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying be necessary so that, before and after giving effect to such increaseLoans, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower Exposures of each Revolving Credit Lender (including each Additional Lender) shall prepay Loans outstanding on be held ratably in accordance with their Revolving Credit Commitments and (if applicable) each Revolving Credit Lender shall have coterminous Interest Periods; and (v) there shall have been no reduction of the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required Revolving Credit Commitments pursuant to Section 5.05)2.07(b) hereof on or prior to any such Increased Revolving Credit Commitment Date. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject The Borrowers may, on any Business Day prior to the conditions set forth under clause (v) belowRevolving Credit Termination Date, upon notice 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 (which shall promptly notify 5) Business Days prior to the Lendersdesired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, Borrower may from time to time request an however, that (a) any increase in of the aggregate amount of the Revolving Credit Commitments; providedCommitments to an amount in excess of $2,250,000,000 will require the approval of the Required Lenders, that (Ab) any increase of the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount not less than $25,000,000, (c) no Event of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At Default shall have occurred and be continuing at the time of sending the request or on the effective date of the Commitment Amount Increase, (d) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such noticeCommitment Amount Increase (except to the extent the same expressly relate to an earlier date, Borrower provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects), and (in consultation with e) the Administrative Agent) shall specify the time period within which each Lender is requested to respond ’s consent (which shall not be unreasonably withheld) shall be required for any increase in no event the amount of an existing Lender’s Revolving Credit Commitment or the addition of a new Lender. The effective date of the Commitment Amount Increase shall be less than ten agreed upon by the Borrowers and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (10or, if applicable, existing Lender(s)) Business Days from 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 delivery of such notice effectiveness, such Eurodollar Loans or CAD CDOR Loans shall be deemed to be prepaid on such date and the Borrowers shall pay any amounts owing to the Lenders). Lenders pursuant to Section 1.12 hereof and (ii) Each Lender the Borrowers shall notify not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.13 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent within such time period whether or not it agrees relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (a) The Borrower may, at any time prior to the Commitment Termination Date, by notice to the Administrative Agent, request that the amount of the Revolving Credit Commitments Amount be increased by an amount of $25,000,000 or an integral multiple of $5,000,000 above such amount (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the earliest scheduled Commitment Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) Provided there exists in no Default or Event event shall the aggregate amount of Default Commitment Increases pursuant to this Section 2.17 exceed $500,000,000, and subject to (ii) on the proposed Increase Date for each requested Commitment Increase, the conditions set forth under clause in Section 4.2(b) and (vc) belowfor a Borrowing on the Increase Date shall be satisfied, upon both before and after giving effect to such Commitment Increase. (b) The Administrative Agent shall promptly notify the Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent (which shall promptly notify on or prior to the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase Commitment Date of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within by which each Lender it 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 Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees willing to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increaseCommitment. Any Lender not responding within giving such time period written notice shall be deemed to have declined to participate in such Commitment Increase. If the Lenders notify the Administrative Agent that they are willing to increase its Revolving Credit Commitmentthe amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. Each Lender’s proposed increased Commitment shall be subject to the prior written approval of each Issuing Bank, which consent shall not be unreasonably withheld or delayed. (iiic) The Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower of the Lenders’ responses as to the request made hereunderamount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. To achieve If the full aggregate amount of a by which the Lenders are willing to participate in any requested increase and subject Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to the approval of the Administrative Agent and the one or more Eligible Assignees approved by each Issuing Bank (which approvals approval shall not be unreasonably withheld)withheld or delayed) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, Borrower may also invite additional Persons however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 above such amount. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase, and that has been approved by the Issuing Banks, in accordance with Section 2.17(c) (each such Eligible Assignee, an “Additional Lender”) shall become Lenders a Lender party to this Agreement as of such Increase Date, and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the amount approved for such Increasing Lender by the Issuing Banks in accordance with Section 2.17(b) (or by the amount allocated to such Lender pursuant to a joinder agreement Section 2.17(b)) as of such Increase Date; provided, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date and in form and substance satisfactory to the Administrative Agent and its counsel.Agent: (ivi) If (A) certified copies of resolutions of the Aggregate Revolving Credit Commitments are increased boards of directors of the Borrower and Holdings (or other appropriate governing bodies with comparable authority) approving the Commitment Increase, (B) a certificate of the President, a Vice President or the Chief Financial Officer of the Borrower as to the satisfaction of the conditions set forth in accordance Section 4.2(b) and (c) as of the date of, and after giving effect to, such Commitment Increase, and (C) upon request by the Administrative Agent or any Additional Lender or Increasing Lender, an opinion of counsel for the Borrower and Holdings in a form reasonably satisfactory to the Administrative Agent with this Sectionrespect to such Commitment Increase; (ii) an assumption or joinder agreement from each Additional Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Additional Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.17(d), the Administrative Agent shall determine notify the effective date Lenders (including, without limitation, each Additional Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile or other electronic means, of the occurrence of the Commitment Increase to be effected on such Increase Date, shall record in the Register the relevant information with respect to each Increasing Lender and each Additional Lender on such date, and shall revise and distribute to the “Increase Effective Date”) Lenders and the final allocation Borrower a new Schedule 1.1-C to reflect the Commitments and Applicable Percentages of such increase. The Administrative Agent shall promptly all Lenders (iincluding any Additional Lenders) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increaseCommitment Increase. Upon the effectiveness of such Commitment Increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as Commitments of each of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(bLenders (including any Additional Lenders), the representations outstanding amount of all Revolving Loans, and warranties contained the participations of such Lenders in all outstanding L/C Obligations shall be reallocated among such Lenders in accordance with such Commitments and Applicable Percentages. (e) In order to effect the reallocations described in Section 7.02 2.17(d), each Additional Lender and each Increasing Lender (each a “Purchasing Lender”) shall be deemed to refer have purchased the rights, title and interest in, and all obligations in respect of, a pro rata portion of the Applicable Percentages and/or Commitments, outstanding Revolving Loans and participations in outstanding L/C Obligations, as applicable, of the other Lenders, so that the Commitments and Applicable Percentages of all Lenders (including any Additional Lenders) will be as set forth on the revised Schedule 1.1-C. Such purchases shall be deemed to have been effected by way of, and subject to the most recent statements furnished pursuant terms and conditions of, Assignment Agreements without the payment of any related assignment fees and, except for any new or replacement Notes to clauses be provided to any Purchasing Lenders in the principal amounts of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (a) and all of which are hereby waived). The Lenders shall make cash settlements among themselves, through the Administrative Agent as the Administrative Agent shall advise such Lenders (bafter giving effect to any netting effected by the Administrative Agent), respectively, of Section 8.01, (B) no Default or Event of Default exists, with respect to such reallocations and (C) no Material Adverse Effect shall have occurredassignments. To the extent necessary such reallocations and payments to keep the outstanding Lenders in respect of Revolving Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or result in losses, costs or expenses to such Lenders shall make assignments pursuant of the types subject to arrangements satisfactory to reimbursement by the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section 2.11, the Borrower shall supersede any provisions in Sections 4.05 or 12.04 promptly pay such amounts to the contraryaffected Lenders.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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, 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 20,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersIncremental Facility Cutoff Date). (ii) Each , and shall offer each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, "Increasing Revolving Lender") or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent and the Issuing Bank Banks (which approvals shall not be unreasonably withheld), ) and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving 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. (ivb) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine On the effective date (such date, the “"Increase Effective Date”") and of any increase in the final allocation of such increase. The Administrative Agent shall promptly Total Revolving Credit Commitment pursuant to this Section 2.23 (the "Commitment Increase"), (i) notify Borrower the aggregate principal amount of the final allocation of such increase in Revolving Loans outstanding (the Revolving Credit Commitment and the Increase Effective Date, and (ii"Initial Loans") notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent immediately prior to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant be deemed to arrangements satisfactory be paid, (ii) each Increasing Revolving Lender and each Augmenting Revolving Lender that shall have been a Revolving Credit Lender prior to the Commitment Increase shall pay to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 same day funds an amount equal to the contrary.difference between (A) the product of (1) such Revolving Credit Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Revolving Credit Lender's Pro Rata Percentage (calculated without giving effect

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) Provided there exists the aggregate amount of the Revolving Credit Commitments shall not be increased to an amount in excess of $200,000,000, (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 subject 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 conditions set forth under clause (vcase of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) below, as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon notice to by the Borrower and the Administrative Agent Agent. Upon the effectiveness thereof, the new Lender(s) (which or, if applicable, existing Lender(s)) shall promptly notify the Lenders), Borrower may from time advance Revolving Loans in an amount sufficient such that after giving effect to time request an increase in 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 Commitments; providedon the date of such effectiveness, that (A) such Eurodollar Loans shall be deemed to be prepaid on such date and the Aggregate Revolving Credit Commitments Borrower shall not at pay any time exceed amounts owing to the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof Lenders pursuant to Section 2.03(d) and (2) 1.11 hereof. In the then effective Borrowing Base, and (B) such increase 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 be in a minimum amount reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees 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, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowDefault, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower the Company may from time on up to time three (3) different occasions request an increase in the Revolving Credit CommitmentsCommitments of either Class; provided, provided that (Ai) the Aggregate Revolving Credit Commitments shall not at after giving effect to any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of 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 a minimum an aggregate amount of $5,000,000, 5,000,000 or integral multiples any whole multiple of $1,000,000 in excess thereof. At the time of the sending of such notice, Borrower 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 the date of delivery of such notice to the Revolving Credit Lenders). (ii) . Each Revolving Credit Lender of the applicable Class shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment of such Class and, if so, whether by an amount equal to, greater than, or less than its Percentage Pro Rata Share of such requested increase. Any Revolving Credit Lender of the applicable Class not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) Commitment of such Class. The Administrative Agent shall notify Borrower the Company and each Revolving Credit Lender of the applicable Class of the Revolving Credit Lenders’ responses to the each request made hereunder. To achieve the full amount of a requested increase and subject to increase, the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower Company may also invite additional Persons 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. (ivb) If the Aggregate Revolving Credit Commitments of any Class are increased in accordance with this SectionSection 2.15, the Administrative Agent and Borrower the Company shall determine the effective date (such date, the “Revolving Credit Commitments Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower the Company and the Revolving Credit Lenders of the final allocation of such increase in and the Revolving Credit Commitment and the Commitments Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) . As a condition precedent to such increase, Borrower the Company shall deliver to the Administrative Agent a certificate of each Obligor the Company dated as of the Revolving Credit Commitments Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, Company certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII 5 and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Commitments Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.03(b)2.15, the representations and warranties contained in subsections (a) and (b) of Section 7.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.016.01, and (B) no Default or Event of Default exists. On each Revolving Credit Commitments Increase Effective Date, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares each of the Lenders arising having a Revolving Credit Commitment of the applicable Class prior to such Revolving Credit Commitments Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Lender which is acquiring a new or additional Revolving Credit Commitment of such Class on the Revolving Credit Commitments Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from any nonratable increase each Pre-Increase Revolving Lenders, at the principal amount thereof, such interests in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans and participation interests in L/C Obligations and (in the case of an increase in the Tranche A Revolving Credit Commitments) Swing Line Loans outstanding on the such Revolving Credit Commitments Increase Effective Date and/or as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans and participation interests in L/C Obligations and (in the case of an increase in the Tranche A Revolving Credit Commitments) Swing Line Loans will be held by Pre-Increase Revolving Lenders shall make assignments pursuant and Post-Increase Revolving Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)such increased Revolving Credit Commitments. (vic) This Section 2.15 shall supersede any provisions in Sections 4.05 Section 2.13 or 12.04 10.01 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists The US Borrower may, at any time prior to the Revolving Credit Maturity Date, request that (a) the current Lenders increase their Revolving Credit Commitment Amounts or (b) one or more Increase Additional Lenders join this Agreement and provide a Revolving Credit Commitment hereunder, provided that, (x) no Default or Event of Default has occurred and subject to the conditions set forth under clause is continuing (v) below, upon notice to the Administrative Agent (which or shall promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase occur as a result of the Revolving Credit Commitments requested increase, (y) Borrowers shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 pro forma compliance with all covenants set forth in excess thereof. At the time of sending such notice, Borrower this Agreement (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, both before and after giving effect to such proposed increase, ) and (Az) the representations US Borrower shall have provided to Agent satisfactory evidence that, both immediately before and warranties contained in Article VII and after giving pro forma effect to the other Loan Documents are true and correct on and as proposed increase (any transactions to be consummated utilizing proceeds of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(bincrease), the representations Total Leverage Ratio shall not exceed 2.75:1.00 and warranties contained the Debt Service Coverage Ratio shall not be less than 1.30:1.00. (b) The increases in Section 7.02 shall be deemed to refer to the most recent statements furnished Revolving Credit Commitment Amount pursuant to clauses this Section 2.10 (atogether with the original principal amount of any Incremental Term Loans made on or before the date of such increase pursuant to Section 3.10 hereof) shall not be more than Ten Million and 00/100 Dollars ($10,000,000) and (b), respectively, the minimum amount of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower Amounts shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent be Five Million and 00/100 Dollars (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05$5,000,000.00). (vic) This Section The Agent shall supersede deliver a copy of each notice of a requested increase in the Revolving Credit Aggregate Commitment to each Lender and to such Lenders or other Persons that qualify as an Eligible Assignee as may be determined by the Agent in its reasonable discretion with the approval of US Borrower or as may be specified by the US Borrower. No Lender shall have any provisions obligation to fund any increase in Sections 4.05 or 12.04 the Revolving Credit Aggregate Commitment, and any decision by a Lender to increase its Revolving Credit Commitment shall be made in its sole discretion independently from any other Lender. (d) If the Agent receives commitments from Lenders and/or from any other Person that (i) qualifies as an Eligible Assignee and is acceptable to the contraryUS Borrower and Agent in their reasonable discretion, and (ii) has agreed to become an Increase Additional Lender in respect of all or a portion of the proposed increase in the Revolving Credit Aggregate Commitment, in excess of the requested increase, the Agent shall have the right, in its sole discretion, but with the consent of the US Borrower, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or Increase Additional Lender in its notice to the Agent) proposed increase of the Lenders or Increase Additional Lenders willing to participate in such increase in the Revolving Credit Aggregate Commitment. If the Agent does not receive commitments from Lenders (or Increase Additional Lenders) in an amount sufficient to fund the requested increase, the Agent shall so notify the US Borrower and the request for an increase in the Revolving Credit Aggregate Commitment shall be deemed automatically rescinded (e) An increase in the Revolving Credit Aggregate Commitment pursuant to this Section 2.10 shall become effective upon the receipt by Agent of an agreement in form and substance reasonably satisfactory to the Agent and US Borrower signed by US Borrower, by each Increase Additional Lender and by each existing Lender agreeing to increase its Revolving Credit Commitment, setting forth the new Revolving Credit Commitments of such Lenders and setting forth the agreement of each Increase Additional Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together Notes reflecting the new amount of each increasing Lender's Revolving Credit Commitment Amount after giving effect to the increase and each Increase Additional Lender's Revolving Credit Commitment Amount executed by US Borrower, and officer's certificates and ratification agreements executed by each of the Credit Parties and such evidence of appropriate corporate authorization on the part of each of the Credit Parties with respect to the increase, amendments to any other Loan Documents reasonably requested by the Agent in relation to the increase (which amendments to the Loan Documents (other than this Agreement) the Agent is hereby authorized to execute on behalf of the Lenders), updates of Lien searches from applicable jurisdictions, and such opinions of counsel for the Credit Parties with respect to the increase in the Revolving Credit Aggregate Commitment and other assurances as the Agent may reasonably request. (f) On the effective date of any increase in the Revolving Credit Aggregate Commitment pursuant to this Section 2.10, each increasing Lender and each Increase Additional Lender participating in such increase (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire, (and will pay to the Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Percentage of any outstanding Participation Advances and such amounts (for distribution among the respective Lenders) as are necessary so that, after giving effect to the distribution thereof, the then outstanding Revolving Credit Advances are held by the Lenders (including the increasing Lenders and Increase Additional Lenders in accordance with their respective Percentages in the Revolving Credit after giving effect to the changes in percentages resulting from the increase.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time prior to the Revolving Facility Termination Date, request an increase in the Original Revolving Credit Commitments in an amount not to exceed the Incremental Amount from one or more Revolving Credit Lenders (which may include any existing Lender) willing to provide such increased Revolving Credit Commitments in their own discretion; provided that on a Pro Forma Basis after giving effect to the incurrence of such Revolving Credit Commitments (assuming for purposes of this Section 3.3 that such increased Revolving Credit Commitments are fully funded) and the use of proceeds thereof, the Borrower is in compliance with the covenants set forth in Section 9.1 and Section 9.2, as of the latest Measurement Period; and provided further that: (i) Provided there exists no Default or Event of Default before and subject after giving effect to the increase in Revolving Credit Commitments contemplated hereby on the Increased Amount Date, the conditions set forth under clause in Section 7.2 shall be satisfied; (vii) belowthe increased Revolving Credit Commitments shall have the same terms and conditions as the Original Revolving Credit Commitments then in effect (other than fees, upon notice maturity (which may be no earlier than the Revolving Facility Termination Date for the Original Revolving Credit Commitments) and interest rate margins, which shall be as agreed between the Borrower and those lenders providing the additional Revolving Credit Commitments pursuant to this Section 3.3); (iii) the Loan Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be requested by the Administrative Agent (which shall promptly notify not require any consent from any Lender) in connection with the Lendersincreased Revolving Credit Commitments hereunder, and in each case the Borrower shall have delivered such other documents (including modifications to the Mortgages and date down endorsements to the mortgagee’s title insurance policies issued to Administrative Agent with respect to the Mortgages), Borrower certificates and opinions of counsel in connection with the foregoing as may from time be reasonably requested by the Administrative Agent; and (iv) any extensions of credit pursuant to time request an any increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser rank pari passu in right of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) payment and (2) the then effective Borrowing Base, and (B) such increase pari passu in right of security with the Revolving Credit Commitments shall then in effect. (b) The Borrower may approach any Lender or any other Person that would be in a minimum amount of $5,000,000permitted Assignee pursuant to Section 12.6 (including consent, or integral multiples of $1,000,000 in excess thereof. At the time of sending such noticeif applicable, Borrower (in consultation with from the Administrative Agent, Issuing Lenders and Swing Line Lender, such consent not to be unreasonably withheld or delayed) shall specify to provide all or a portion of the time period within which each increased Revolving Credit Commitments; provided that any Lender is requested offered or approached to respond (which shall provide all or a portion of the increase in no event be less than ten (10) Business Days from the date of delivery of Revolving Credit Commitments may elect or decline, in its sole discretion, to provide such notice to the Lenders)increased Revolving Credit Commitments. (iic) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to Any increase its in Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period Commitments pursuant to this Section 3.3 shall be deemed established pursuant to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of an Incremental Amendment executed by the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of Borrower, the Administrative Agent and the Issuing Bank lenders providing such increased Revolving Credit Commitments which shall be consistent with the provisions set forth in paragraph (a) above (which approvals shall not require the consent of any other Lender). Each Incremental Amendment shall be unreasonably withheld)binding on the Lenders, Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent Agent, the Loan Parties and its counselthe other parties hereto and thereto. (ivd) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such Upon each increase in the Revolving Credit Commitments pursuant to this section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Commitment (each a “Incremental Revolving Lender”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the Increase Effective Date, percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) notify participations hereunder in Swing Line Loans held by each Lender of its Revolving Credit Commitment as Lender (including each such Incremental Revolving Lender) will equal the percentage of the Increase Effective Dateaggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vie) This Section 3.3 shall supersede any provisions in Sections 4.05 or 12.04 Section 12.1 to the contrary.

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time prior to the Revolving Facility Termination Date, request an increase in the Original Revolving Credit Commitments in an amount not to exceed the Incremental Amount from one or more Revolving Credit Lenders (which may include any existing Lender) willing to provide such increased Revolving Credit Commitments in their own discretion; provided that on a Pro Forma Basis after giving effect to the incurrence of such Revolving Credit Commitments (assuming for purposes of this Section 3.3 that such increased Revolving Credit Commitments established at such time are fully funded) and the use of proceeds thereof, the Borrower is in compliance with the covenant set forth in Section 9.1, as of the latest Measurement Period; and provided further that: (i) Provided there exists no Default or Event of Default before and subject after giving effect to the increase in Revolving Credit Commitments contemplated hereby on the Increased Amount Date, the conditions set forth under clause in Section 7.2 shall be satisfied; (vii) belowthe increased Revolving Credit Commitments shall have the same terms and conditions as the Original Revolving Credit Commitments then in effect (other than fees, upon notice maturity (which may be no earlier than the Revolving Facility Termination Date for the Original Revolving Credit Commitments) and interest rate margins, which shall be as agreed between the Borrower and those lenders providing the additional Revolving Credit Commitments pursuant to this Section 3.3); (iii) the Loan Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be requested by the Administrative Agent (which shall promptly notify not require any consent from any Lender) in connection with the Lenders)increased Revolving Credit Commitments hereunder, and in each case the Borrower shall have delivered such other documents (including modifications to the Mortgages and date down endorsements to the mortgagee’s title insurance policies issued to Administrative Agent with respect to the Mortgages, certificates and opinions of counsel) in connection with the foregoing as may from time be reasonably requested by the Administrative Agent; and (iv) any extensions of credit pursuant to time request an any increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser rank pari passu in right of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) payment and (2) the then effective Borrowing Base, and (B) such increase pari passu in right of security with the Revolving Credit Commitments shall then in effect. (b) The Borrower may approach any Lender or any other Person that would be in a minimum amount of $5,000,000permitted Assignee pursuant to Section 12.6 (including consent, or integral multiples of $1,000,000 in excess thereof. At the time of sending such noticeif applicable, Borrower (in consultation with from the Administrative Agent, Issuing Lenders and Swing Line Lender, such consent not to be unreasonably withheld or delayed) shall specify to provide all or a portion of the time period within which each increased Revolving Credit Commitments; provided that any Lender is requested offered or approached to respond (which shall provide all or a portion of the increase in no event be less than ten (10) Business Days from the date of delivery of Revolving Credit Commitments may elect or decline, in its sole discretion, to provide such notice to the Lenders)increased Revolving Credit Commitments. (iic) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to Any increase its in Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period Commitments pursuant to this Section 3.3 shall be deemed established pursuant to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of an Incremental Amendment executed by the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of Borrower, the Administrative Agent and the Issuing Bank lenders providing such increased Revolving Credit Commitments which shall be consistent with the provisions set forth in paragraph (a) above (which approvals shall not require the consent of any other Lender). Each Incremental Amendment shall be unreasonably withheld)binding on the Lenders, Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent Agent, the Loan Parties and its counselthe other parties hereto and thereto. (ivd) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such Upon each increase in the Revolving Credit Commitments pursuant to this section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Commitment (each a “Incremental Revolving Lender”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the Increase Effective Date, percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) notify participations hereunder in Swing Line Loans held by each Lender of its Revolving Credit Commitment as Lender (including each such Incremental Revolving Lender) will equal the percentage of the Increase Effective Dateaggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vie) This Section 3.3 shall supersede any provisions in Sections 4.05 or 12.04 Section 12.1 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time time, request an increase in that the Total Revolving Credit Commitments; provided, that (A) the Aggregate Commitment be increased to an amount not to exceed $150,000,000 minus any amount by which Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof have been reduced pursuant to Section 2.03(d2.09(b) and (2) the then effective Borrowing Base, and (B) aggregate amount of such increase being referred to herein as the "Incremental Revolving Facility Amount"). Upon the approval 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 Commitments Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 20,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice to notice), and shall offer each Revolving Credit Lender the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, "Increasing Revolving Lender") or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , 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. (b) On the effective date (the "Increase Effective Date") of any increase in the Total Revolving Credit Commitment pursuant to this Section 2.24 (the "Commitment Increase"), (i) the aggregate principal amount of the Revolving Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) the Borrower may also invite additional Persons shall pay each Increasing Revolving Lender and each Non- Increasing Revolving Lender any and all accrued but unpaid interest on the Initial Loans, (iii) each Increasing Revolving Lender and each Augmenting Revolving Lender that shall have been a Revolving Credit Lender prior to become Lenders pursuant to a joinder agreement in form and substance satisfactory the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Revolving Credit Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Borrowings (as hereinafter defined) and its counsel. (B) the product of (1) such Revolving Credit Lender's Pro Rata Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iv) If the Aggregate each Augmenting Revolving Lender that shall not have been a Revolving Credit Commitments are increased Lender prior to the Commitment Increase shall pay to Administrative Agent in accordance with this Sectionsame day funds an amount equal to the product of (1) such Augmenting Revolving Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Borrowings, (v) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Revolving Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Revolving Lender's Pro Rata Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Revolving Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Borrowings, (vi) after the effectiveness of the Commitment Increase, the Borrower shall determine be deemed to have made new Revolving Credit Borrowings (the effective date "Subsequent Revolving Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 and (such datevii) each Non-Increasing Revolving Lender, each Increasing Revolving Lender and each Augmenting Revolving Lender shall be deemed to hold its Pro Rata Percentage of each Subsequent Revolving Borrowing (each calculated after giving effect to the “Increase Effective Date”) and the final allocation of such increaseCommitment Increase). The Administrative Agent shall promptly deemed payments made pursuant to clause (i) notify above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the final allocation of such Interest Period relating thereto. (c) Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit Lender) or addition of a new Revolving Credit Lender shall become effective under this Section 2.24 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of shall have received (with sufficient copies for each Obligor dated as of the Increase Revolving Credit Lenders) documents consistent with those delivered on the Effective Date signed by a Responsible Officer of such Obligor under clauses (ia) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (iic) in of Section 4.02 as to the case corporate power and authority of Borrower, certifying that, before and the Borrower to borrow hereunder after giving effect to such increase, (A) the representations and warranties contained ." SECTION 3. Amendment to Section 1.01. The definition of "Permitted Acquisition" in Article VII and the other Loan Documents are true and correct on and as Section 1.01 of the Increase Effective Date, except Credit Agreement is hereby amended by deleting the amount "$25,000,000" in clause (b)(iii) of the proviso and substituting therefor the amount "$50,000,000". SECTION 4. Amendment to Section 2.13(c). Section 2.13(c) of the extent that such representations Credit Agreement is hereby amended by deleting the words "Senior Subordinated Notes" in the second proviso thereof and warranties specifically refer substituting therefor the words "Holdings Subordinated Notes". SECTION 5. Amendment to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses 5.04. (a) and (b), respectively, of Section 8.01, (B5.04(c) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase Credit Agreement is hereby amended by deleting sub-paragraph (c) in it entirety and substituting therefor the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)phrase "[Intentionally omitted. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary]".

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) below, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower the Company may from time request: (i) additional Revolving Credit Commitments pursuant to time request an increase in any Commitment Increase and Joinder Agreement on one or more occasions after the Sixth Restatement Effective Date, additional Revolving Credit Commitments; provided, that (Aby an aggregate amount not to exceed $1,000,000,000. Each such addition under this Section 2.15(a) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum an aggregate amount of $5,000,000, 5,000,000 or integral multiples any whole multiple of $1,000,000 in excess thereof. . (b) Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made, at the option of the Company, by either (i) increasing the Revolving Credit Commitments with the same terms (including pricing and currency) as the existing Revolving Credit Commitments or (ii) creating a new tranche of the Revolving Credit Facility with the Additional Revolving Credit Commitments of Lenders willing to fund in an Additional Alternative Currency pursuant to which Revolving Credit Loans under such new tranche may be denominated in such Additional Alternative Currency. (c) At the time of the sending such noticeof notice requesting additional Revolving Credit Commitments, Borrower the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) . Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its provide an additional Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Pro Rata Share of such requested increaseincrease (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to increase its provide an additional Revolving Credit Commitment. (iii) . The Administrative Agent shall notify Borrower the Company and each Lender of the Lenders’ responses to the each request made hereunder. To achieve the full amount of a requested increase and subject to increase, the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower Company may also invite additional Persons Eligible Assignees to become Lenders Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselcounsel (each, a “Commitment Increase and Joinder Agreement”). (ivd) If the Aggregate any Revolving Credit Commitments are increased added in accordance with this SectionSection 2.15, the Administrative Agent and Borrower the Company shall determine the effective date (such date, the “Increase Additional Commitments Effective Date”) and the final allocation of such increaseaddition. The Administrative Agent shall promptly (i) notify Borrower the Company and the Lenders of the final allocation of such increase in the Revolving Credit Commitment addition and the Increase Additional Commitments Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) . As a condition precedent to such increaseaddition, Borrower the Company shall deliver to the Administrative Agent a certificate of each Obligor the Company dated as of the Increase Additional Commitments Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, Company certifying that, before and after giving effect to such increase, (Ai) the representations and warranties contained in Article VII and the other Loan Documents 5 are true and correct in all material respects on and as of the Increase Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.03(b2.15(d), the representations and warranties contained in Section 7.02 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.01, 6.01 and (Bii) no Default exists before or Event of Default existsafter giving effect to such addition. (e) On each Additional Commitments Effective Date, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the each Lender or Eligible Assignee which is providing an additional Revolving Credit Commitment under shall become a “Revolving Credit Lender” for all purposes of this Section, Borrower shall prepay Loans outstanding on Agreement and the Increase Effective Date and/or Lenders shall make assignments pursuant other Loan Documents with a Revolving Credit Commitment that is increased by (in the case of an existing Revolving Credit Lender) or equal to arrangements satisfactory to (in the Administrative Agent (provided, that in each case, Borrower shall pay any case of a new Revolving Credit Lender) such additional amounts required pursuant to Section 5.05)Revolving Credit Commitment. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject The Borrowers may, on any Business Day prior to the conditions set forth under clause (v) belowRevolving Credit Termination Date, upon notice 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 (which shall promptly notify 5) Business Days prior to the Lendersdesired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, Borrower may from time to time request an however, that (a) any increase in of the aggregate amount of the Revolving Credit Commitments; providedCommitments to an amount in excess of $1,500,000,000 will require the approval of the Required Lenders, that (Ab) any increase of the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount not less than $25,000,000, (c) no Event of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At Default shall have occurred and be continuing at the time of sending the request or on the effective date of the Commitment Amount Increase, (d) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such noticeCommitment Amount Increase, Borrower and (in consultation with e) the Administrative Agent) shall specify the time period within which each Lender is requested to respond ’s consent (which shall not be unreasonably withheld) shall be required for any increase in no event the amount of an existing Lender’s Revolving Credit Commitment or the addition of a new Lender. The effective date of the Commitment Amount Increase shall be less than ten agreed upon by the Borrowers and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (10or, if applicable, existing Lender(s)) Business Days from 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 delivery of such notice effectiveness, such Eurodollar Loans or CAD CDOR Loans shall be deemed to be prepaid on such date and the Borrowers shall pay any amounts owing to the Lenders). Lenders pursuant to Section 1.12 hereof and (ii) Each Lender the Borrowers shall notify not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.13 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent within such time period whether or not it agrees relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (a) The Borrower may increase the aggregate Revolving Credit Commitments at any one time prior to May 28, 1999 by notifying the Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"). The Borrower shall offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders the Borrower desires to participate in such Revolving Credit Commitment increase. Any such increase in the Revolving Credit Commitments shall become effective on the dates specified in the Commitment Increase Agreements referred to in paragraph (b) below. (b) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to subsection 2.9(a) shall execute an agreement (a "Commitment Increase Agreement") with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule I shall be deemed to be amended to so increase the Revolving Credit Commitment and to reflect the resulting Commitment Percentages of the respective Lenders after giving effect to such increase. (c) Notwithstanding anything to the contrary in this subsection 2.9 (i) Provided there exists in no Default or Event of Default event shall any transaction effected pursuant to this subsection 2.9 cause the aggregate Revolving Credit Commitments hereunder to exceed $375,000,000 and subject (ii) no Lender shall have any obligation to the conditions set forth under clause (v) below, upon notice increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion. The Borrower will execute and deliver to the Administrative Agent (a new Revolving Credit Note for each Lender which shall promptly notify requests the Lenders), Borrower may from time same in the amount of the Revolving Credit Commitment of such Lender after giving effect to time request an any increase in the Revolving Credit Commitments; provided, that (A) . Each such Lender will return the Aggregate existing Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant Note held by it to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

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) Provided there exists 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 subject 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 conditions set forth under clause (vcase of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) below, as of the applicable date on which they were made. The effective date of the Commitment Amount Increase shall be agreed upon notice to by the Borrower and the Administrative Agent Agent. Upon the effectiveness thereof, the new Lender(s) (which or, if applicable, existing Lender(s)) shall promptly notify the Lenders), Borrower may from time advance Revolving Loans in an amount sufficient such that after giving effect to time request an increase in 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 Commitments; providedon the date of such effectiveness, that (A) such Eurodollar Loans shall be deemed to be prepaid on such date and the Aggregate Revolving Credit Commitments Borrower shall not at pay any time exceed amounts owing to the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof Lenders pursuant to Section 2.03(d) and (2) 1.11 hereof. In the then effective Borrowing Base, and (B) such increase 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 be in a minimum amount reduce the Commitment Amount Increase by the terminated commitment amount. The Borrower agrees to pay any reasonable expenses of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees 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, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowDefault, upon notice to the U.S. Administrative Agent (which shall promptly notify the Lenders), the U.S. Borrower may from time on up to time six (6) different occasions (in the aggregate with Section 2.14) request an increase in the U.S. Revolving Credit Commitments 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; provided, the aggregate amount of increased Commitments that (A) the Aggregate Revolving Credit Commitments have been effected pursuant to Section 2.14 and this Section 2.15 shall not exceed $200,000,000 at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2ii) the then effective Borrowing Base, and (B) any such increase of the Revolving Credit Commitments shall be in a minimum an aggregate amount of $5,000,000, 500,000 or integral multiples any whole multiple of $1,000,000 100,000 in excess thereof. At the time of the sending of such notice, the U.S. Borrower (in consultation with the U.S. Administrative Agent) shall specify the time period within which each 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 Lenders). (ii) . 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 Percentage Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its U.S. Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses Commitment and, to the request made hereunder. To achieve extent any such Lender declines to accept its Pro Rata Share of such increase, the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), U.S. Borrower may also invite additional Persons Eligible Assignees to become Lenders U.S. Revolving Credit Lenders. Any new U.S. Revolving Credit Lender shall become a Lender hereunder pursuant to a joinder agreement in form and substance reasonably satisfactory to the U.S. Administrative Agent and its counsel, which joinder shall not require the consent of any Lenders other than those participating in the incremental Revolving Credit Commitments. The U.S. Administrative Agent shall notify the U.S. Borrower and each Lender of the Lenders’ responses to each request made hereunder. (ivb) If the Aggregate U.S. Revolving Credit Commitments are increased in accordance with this SectionSection 2.15, the U.S. Administrative Agent and the U.S. Borrower shall determine the effective date (such date, the “Revolving Credit Commitments Increase Effective Date”) and the final allocation of such increase. The U.S. Administrative Agent shall promptly (i) notify the U.S. Borrower and the Lenders of the final allocation of such increase in and the Revolving Credit Commitment and the Commitments Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) . As a condition precedent to such increase, the U.S. Borrower shall deliver to the U.S. Administrative Agent a certificate of each Obligor Loan Party dated as of the Revolving Credit Commitments Increase Effective Date signed by a Responsible Officer of such Obligor Loan Party (i) certifying and attaching (A) the resolutions adopted by such Obligor Loan Party approving or consenting to such increase and (B) a pro forma Compliance Certificate demonstrating that, after giving pro forma effect to such increase, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11, and (ii) in the case of the U.S. Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Commitments Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.03(b)2.15, the representations and warranties contained in subsections (a) and (b) of Section 7.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.016.01, and (B) no Default or Event of Default exists. On each Revolving Credit Commitments Increase Effective Date, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares each of the Lenders arising from having a U.S. Revolving Credit Commitment prior to such Revolving Credit Commitments Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any nonratable increase in Lender which is acquiring a new or additional Revolving Credit Commitment on the Revolving Credit Commitment under this SectionCommitments Increase Effective Date (the “Post-Increase Revolving Lenders”), Borrower and such Post-Increase Revolving Lenders shall prepay purchase from each Pre-Increase Revolving Lenders, at the principal amount thereof, such interests in the U.S. Revolving Loans and participation interests in U.S. L/C Obligations and U.S. Swing Line Loans outstanding on the such Revolving Credit Commitments Increase Effective Date and/or as shall be necessary in order that, after giving effect to all such assignments and purchases, such U.S. Revolving Loans and participation interests in U.S. L/C Obligations and U.S. Swing Line Loans will be held by Pre-Increase Revolving Lenders shall make assignments pursuant and Post-Increase Revolving Lenders ratably in accordance with their U.S. Revolving Credit Commitments after giving effect to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)such increased U.S. Revolving Credit Commitments. (vic) This Section 2.15 shall supersede any provisions in Sections 4.05 or 12.04 Section 10.01 to the contrary. (d) For the avoidance of doubt, the First Increased Revolving Credit Commitments shall not be deemed to have been incurred pursuant to this Section 2.15 for any purpose under this Agreement.

Increase in Revolving Credit Commitments. (a) The US Borrower may, at any time prior to the Revolving Credit Maturity Date, request that (a) the current Lenders increase their Revolving Credit Commitment Amounts, or (b) one or more Increase Additional Lenders join this Agreement and provide a Revolving Credit Commitment hereunder, provided that, (i) Provided there exists no Default or Event of Default has occurred and subject to is continuing (or shall occur as a result of the conditions set forth under clause (v) below, upon notice to the Administrative Agent (which shall promptly notify the Lendersrequested increase), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (Aii) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments Borrowers shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 pro forma compliance with all covenants set forth in excess thereof. At the time of sending such notice, Borrower this Agreement (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, both before and after giving effect to such proposed increase), and (Aiii) the representations US Borrower shall have provided to Agent satisfactory evidence that, both immediately before and warranties contained in Article VII and after giving pro forma effect to the other Loan Documents are true and correct on and as proposed increase (including any transactions to be consummated utilizing proceeds of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(bincrease), the representations Total Leverage Ratio shall not exceed 2.75:1.00 and warranties contained the Debt Service Coverage Ratio shall not be less than 1.30:1.00. (b) The increases in Section 7.02 shall be deemed to refer to the most recent statements furnished Revolving Credit Commitment Amount pursuant to clauses this Section 2.10 (atogether with the original principal amount of any Incremental Term Loans made on or before the date of such increase pursuant to Section 3.10 hereof) shall not be more than Ten Million and 00/100 Dollars ($10,000,000) and (b), respectively, the minimum amount of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower Amounts shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent be Five Million and 00/100 Dollars (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05$5,000,000.00). (vic) This Section The Agent shall supersede deliver a copy of each notice of a requested increase in the Revolving Credit Aggregate Commitment to each Lender and to such Lenders or other Persons that qualify as an Eligible Assignee as may be determined by the Agent in its reasonable discretion with the approval of US Borrower or as may be specified by the US Borrower. No Lender shall have any provisions obligation to fund any increase in Sections 4.05 or 12.04 the Revolving Credit Aggregate Commitment, and any decision by a Lender to increase its Revolving Credit Commitment Amount shall be made in its sole discretion independently from any other Lender. (d) If the Agent receives commitments from Lenders and/or from any other Person that (i) qualifies as an Eligible Assignee and is acceptable to the contraryUS Borrower and Agent in their reasonable discretion, and (ii) has agreed to become an Increase Additional Lender in respect of all or a portion of the proposed increase in the Revolving Credit Aggregate Commitment, in excess of the requested increase, the Agent shall have the right, in its sole discretion, but with the consent of the US Borrower, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or Increase Additional Lender in its notice to the Agent) the proposed increase of each Lender or Increase Additional Lender willing to participate in such increase in the Revolving Credit Aggregate Commitment. If the Agent does not receive commitments from Lenders (or Increase Additional Lenders) in an amount sufficient to fund the requested increase, the Agent shall so notify the US Borrower and the request for an increase in the Revolving Credit Aggregate Commitment shall be deemed automatically rescinded. (e) An increase in the Revolving Credit Aggregate Commitment pursuant to this Section 2.10 shall become effective upon the receipt by Agent of an agreement in form and substance reasonably satisfactory to the Agent and US Borrower signed by US Borrower, by each Increase Additional Lender and by each existing Lender agreeing to increase its Revolving Credit Commitment, setting forth the new Revolving Credit Commitment Amounts of such Lenders and setting forth the agreement of each Increase Additional Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with Notes reflecting the new amount of each increasing Lender's Revolving Credit Commitment Amount after giving effect to the increase and each Increase Additional Lender's Revolving Credit Commitment Amount executed by US Borrower, and officer's certificates and ratification agreements executed by each of the Credit Parties and such evidence of appropriate corporate authorization on the part of each of the Credit Parties with respect to the increase, amendments to any other Loan Documents reasonably requested by the Agent in relation to the increase (which amendments to the Loan Documents (other than this Agreement) the Agent is hereby authorized to execute on behalf of the Lenders), updates of Lien searches from applicable jurisdictions, and such opinions of counsel for the Credit Parties with respect to the increase in the Revolving Credit Aggregate Commitment and other assurances as the Agent may reasonably request. (f) On the effective date of any increase in the Revolving Credit Aggregate Commitment pursuant to this Section 2.10, each increasing Lender and each Increase Additional Lender participating in such increase (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly, and (ii) will acquire, (and will pay to the Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Percentage of any outstanding Participation Advances and such amounts (for distribution among the respective Lenders) as are necessary so that, after giving effect to the distribution thereof, the then outstanding Revolving Credit Advances are held by the Lenders (including the increasing Lenders and Increase Additional Lenders) in accordance with their respective Percentages in the Revolving Credit after giving effect to the changes in percentages resulting from the increase.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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, 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 20,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersIncremental Facility Cutoff Date). (ii) Each , and shall offer each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, "Increasing Revolving Lender") or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent and the Issuing Bank Banks (which approvals shall not be unreasonably withheld), ) and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving 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. (ivb) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine On the effective date (such date, the “"Increase Effective Date”") and of any increase in the final allocation of such increase. The Administrative Agent shall promptly Total Revolving Credit Commitment pursuant to this Section 2.23 (the "Commitment Increase"), (i) notify Borrower the aggregate principal amount of the final allocation of such increase in Revolving Loans outstanding (the Revolving Credit Commitment and the Increase Effective Date, and (ii"Initial Loans") notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent immediately prior to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant be deemed to arrangements satisfactory be paid, (ii) each Increasing Revolving Lender and each Augmenting Revolving Lender that shall have been a Revolving Credit Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (providedA) the product of (1) such Revolving Credit Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Revolving Credit Lender's Pro Rata Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Revolving Lender that in each case, Borrower shall not have been a Revolving Credit Lender prior to the Commitment Increase shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions Administrative Agent in Sections 4.05 or 12.04 to the contrary.same day funds an

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject The Borrowers may, on any Business Day prior to the conditions set forth under clause (v) belowRevolving Credit Termination Date, upon notice 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 (which shall promptly notify 5) Business Days prior to the Lendersdesired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, Borrower may from time to time request an however, that (a) any increase in of the aggregate amount of the Revolving Credit Commitments; providedCommitments to an amount in excess of $500,000,000 will require the approval of the Required Lenders, that (Ab) any increase of the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount not less than $25,000,000, (c) no Event of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At Default shall have occurred and be continuing at the time of sending the request or on the effective date of the Commitment Amount Increase, (d) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such noticeCommitment Amount Increase, Borrower and (in consultation with e) the Administrative Agent) shall specify the time period within which each Lender is requested to respond ’s consent (which shall not be unreasonably withheld) shall be required for any increase in no event the amount of an existing Lender’s Revolving Credit Commitment or the addition of a new Lender. The effective date of the Commitment Amount Increase shall be less than ten agreed upon by the Borrowers and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (10or, if applicable, existing Lender(s)) Business Days from 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 delivery of such notice effectiveness, such Eurodollar Loans or CAD CDOR Loans shall be deemed to be prepaid on such date and the Borrowers shall pay any amounts owing to the Lenders). Lenders pursuant to Section 1.12 hereof and (ii) Each Lender the Borrowers shall notify not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.13 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent within such time period whether or not it agrees relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe BC Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify deliver a copy to each of the Revolving Lenders), Borrower may from time 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 time request an this Section. Such notice shall set forth (i) the amount of the requested increase in the total Revolving Credit Commitments; provided, that (A) Commitments and the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) date on which such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond become effective and (which shall in no event ii) whether the BC Borrower desires to effect all or any portion of such 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 will notify the Revolving Lenders of such offer and the amount of the proposed increase to be less offered ratably to the Revolving Lenders, and each Revolving Lender shall, by notice to the BC Borrower and the Administrative Agent given not more than ten (10) Business Days from 10 days after the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees BC Borrower's notice, either agree to increase its Revolving Credit Commitment and, if so, whether by an all or a portion of the offered amount equal to, greater than, or less than decline to increase its Percentage Share of Revolving Commitment (and any Revolving Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit 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 (iii) The Administrative Agent shall notify Borrower 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 Lenders’ responses to proposed increase in the request made total Revolving Commitments; PROVIDED that each Augmenting Revolving Lender, if not already a Lender hereunder. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent Agent, each Issuing Bank and the Issuing Bank Committed Swingline Lender (which such approvals shall 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 also invite additional Persons to become Lenders be made in an amount which is less than the increase requested by the BC Borrower if the BC Borrower so elects. (b) On the effective date (the "REVOLVING COMMITMENT INCREASE EFFECTIVE DATE") of any Revolving Commitment Increase, if any Revolving Loans are outstanding, the BC Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to a joinder agreement Section 2.03, which Revolving Loans shall be made by the Revolving Lenders ratably in form accordance with their respective Revolving Commitments (calculated after giving effect to the Revolving Commitment Increase); PROVIDED that such prepayment of Revolving Loans pursuant to this paragraph shall not be required if such Revolving Commitment Increase is effected entirely by ratably increasing the Revolving Commitments of the existing Revolving Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.16. (c) Increases and substance satisfactory new Revolving Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the BC Borrower pursuant to the first sentence of paragraph (a) above; PROVIDED that the BC Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent and its counselno less than three Business Days prior to the date specified in the notice delivered by the BC Borrower pursuant to the first sentence of paragraph (a) above. (ivd) If Notwithstanding the Aggregate foregoing, no increase in the total Revolving Credit Commitments are increased (or in accordance with the Revolving Commitment of any Revolving Lender) or addition of an Augmenting Revolving Lender shall become effective under this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly Section unless (i) notify Borrower of the final allocation of such increase in on the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) conditions set forth in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses paragraphs (a) and (b), respectively, ) of Section 8.014.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BC Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) (A) documents consistent with those delivered on the Restatement Effective Date under clauses (b) and (c) of Section 7 of the Amendment and Restatement Agreement and (B) no Default or Event of Default existsto the extent requested by the Administrative Agent, documents consistent with those delivered on the Restatement Effective Date under clauses (f)(ii)(A) and (CB) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of Section 7 of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)Amendment and Restatement Agreement. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject The Borrower may, on any Business Day prior to the conditions set forth under clause (v) belowRevolving Credit Termination Date, upon notice to with the written consent of the Administrative Agent (which consent shall promptly notify the Lendersnot be unreasonably withheld or delayed), Borrower may from time to time request an increase in the aggregate amount of the Revolving Credit CommitmentsCommitments 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 (Ai) any increase of the Aggregate aggregate amount of the Revolving Credit Commitments shall not at to an amount in excess of $75,000,000 will require the approval of the Required Lenders, (ii) any time exceed increase of the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount of not less than $5,000,000, (iii) no Default or integral multiples Event of $1,000,000 in excess thereof. At Default shall have occurred and be continuing at the time of sending 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 at the time of such notice, request and on the effective date of such Commitment Amount Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower (in consultation with and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall specify the time period within which advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender is requested shall have outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to respond such effectiveness that (which shall in no event be less than ten (10i) Business Days from if any Eurodollar Loans are outstanding under the Revolving Credit on the date of delivery of such notice effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders). Lenders pursuant to Section 1.10 hereof and (ii) Each Lender the Borrower shall notify not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.11 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent within such time period whether or not it agrees 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, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender's Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time after the Restatement Date, request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Incremental Revolving Credit Commitments shall in an amount not at any time to exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Incremental Revolving Credit Commitment andAmount from one or more Incremental Revolving Credit Lenders, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any which may include any existing Lender; provided that each Incremental Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and Agent, the Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons . Each such notice shall set forth (i) the amount of the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and in a minimum amount of $1,000,000 or equal to the remaining Incremental Revolving Credit Commitment Amount) and (ii) the date on which such Incremental Revolving Credit Commitments are requested to become Lenders pursuant to a joinder agreement in form effective (which shall not be (x) less than 10 days nor more than 60 days after the date of such notice or (y) later than the third anniversary of the Closing Date). (b) The Borrower and substance satisfactory each Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent and its counsel. (iv) If the Aggregate an Incremental Revolving Credit Commitments are increased in accordance with this Section, Assumption Agreement and such other documentation as the Administrative Agent and Borrower shall determine reasonably specify to evidence the effective date (such date, the “Increase Effective Date”) and the final allocation Incremental Revolving Credit Commitment of such increaseIncremental Revolving Credit Lender. The Administrative Agent shall promptly (i) notify Borrower each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the final allocation parties hereto hereby agrees that, upon the effectiveness of such increase in any Incremental Revolving Credit Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence of the Incremental Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Dateevidenced thereby. (vc) As a condition precedent to such increase, Borrower shall deliver to Each of the parties hereto hereby agrees that the Administrative Agent a certificate of each Obligor dated may take any and all actions as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting may be reasonably necessary to such increase, and (ii) in the case of Borrower, certifying ensure that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except any Incremental Revolving Credit Commitment pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b)2.24, the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses outstanding Revolving Loans (aif any) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in are held by the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to discretion of the Administrative Agent (provided, that i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing or (ii) by causing the existing Revolving Credit Lenders to assign portions of their outstanding Revolving Loans to Incremental Revolving Credit Lenders. Any prepayment or assignment described in each case, this paragraph (c) shall be subject to indemnification by the Borrower shall pay any additional amounts required pursuant to Section 5.05)2.16, but otherwise without premium or penalty. (vid) This Notwithstanding the foregoing, no Incremental Revolving Credit Commitment shall become effective under this Section 2.24 unless on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall supersede any provisions in Sections 4.05 or 12.04 be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the contraryBorrower.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 10,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be prior to the LendersRevolving Maturity Date). (ii) Each , and shall offer each Revolving Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Applicable Percentage of the proposed increased amount. Each Revolving Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Revolving Lender so agreeing being an amount equal to, greater than, "Increasing Revolving Lender") or less than decline to increase its Percentage Share of Revolving Commitment (and any Revolving Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), ) and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving 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. (ivb) If Each of the Aggregate parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the aggregate Revolving Credit Commitments pursuant to this Section 2.19, the outstanding Revolving Loans (if any) are increased held by the Revolving Lenders in accordance with this Section, their new Applicable Percentages. This may be accomplished at the discretion of the Administrative Agent (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and Borrower Augmenting Revolving Lenders, (iii) by permitting the Revolving Borrowings outstanding at the time of any increase in the aggregate Revolving Commitments pursuant to this Section 2.19 to remain outstanding until the last days of the respective Interest Periods therefor, even though the Revolving Lenders would hold such Revolving Borrowings other than in accordance with their new Applicable Percentages, or (iv) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall determine be subject to Section 2.15, but otherwise without premium or penalty. (c) Notwithstanding the foregoing, no increase in the aggregate Revolving Commitments shall become effective under this Section 2.19 unless (i) on the date (such date, the “Increase Effective Date”) and the final allocation of such increase. The , the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall promptly (i) notify Borrower have received a certificate to that effect dated such date and executed by a Financial Officer of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective DateBorrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of shall have received (with sufficient copies for each Obligor dated as of the Increase Effective Revolving Lenders) legal opinions, board resolutions and other documents consistent with those delivered on the Closing Date signed by a Responsible Officer of such Obligor under paragraphs (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ab) and (b), respectively, c) of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)4.01. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject The Borrowers may, on any Business Day prior to the conditions set forth under clause (v) belowRevolving Credit Termination Date, upon notice 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 (which shall promptly notify 5) Business Days prior to the Lendersdesired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, Borrower may from time to time request an however, that (a) any increase in of the aggregate amount of the Revolving Credit Commitments; providedCommitments to an amount in excess of $800,000,000 will require the approval of the Required Lenders, that (Ab) any increase of the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount not less than $25,000,000, (c) no Event of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At Default shall have occurred and be continuing at the time of sending the request or on the effective date of the Commitment Amount Increase, (d) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such noticeCommitment Amount Increase, Borrower and (in consultation with e) the Administrative Agent) shall specify the time period within which each Lender is requested to respond ’s consent (which shall not be unreasonably withheld) shall be required for any increase in no event the amount of an existing Lender’s Revolving Credit Commitment or the addition of a new Lender. The effective date of the Commitment Amount Increase shall be less than ten agreed upon by the Borrowers and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (10or, if applicable, existing Lender(s)) Business Days from 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 delivery of such notice effectiveness, such Eurodollar Loans or CAD CDOR Loans shall be deemed to be prepaid on such date and the Borrowers shall pay any amounts owing to the Lenders). Lenders pursuant to Section 1.12 hereof and (ii) Each Lender the Borrowers shall notify not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.13 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent within such time period whether or not it agrees relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject Subject to the terms and conditions set forth under clause (v) belowof this Agreement, so long as this Agreement shall be in full force and effect, and in reliance upon the representations and warranties of the Loan Parties contained herein, at any time prior to the Termination Date, Borrower may, by written notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time time, request additional revolving loan commitments (each, an increase “Incremental Revolving Loan Commitment Increase”; each Incremental Revolving Loan Commitment Increase, an “Incremental Facility”) in the Revolving Credit Commitmentsan aggregate principal amount not to exceed $190,000,000 for all such Incremental Facilities from (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to Agent; provided, that no more than an aggregate of three (A3) Incremental Facilities shall be permitted during the term of this Agreement. Such notice shall set forth (i) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) amount, type and (2) the then effective Borrowing Base, and (B) such increase terms of the Revolving Credit Commitments Incremental Facility being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 10,000,000 or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice lesser amount equal to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an remaining permitted amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheldIncremental Facilities), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify the date on which such Incremental Facility is requested to become effective (which shall not be less than five (5) Business Days nor more than sixty (60) Business Days after the date of such notice). The terms and provisions of each Lender of its Incremental Revolving Credit Loan Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower and loans made thereunder shall deliver be identical to the Administrative Agent a certificate then existing Revolving Loan Commitments and Revolving Loans, respectively. For the avoidance of each Obligor dated as doubt no Revolving Commitment of any Lender shall be increased without the Increase Effective Date signed by a Responsible Officer consent of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)Lender. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject The Company may, on any Business Day prior to the conditions set forth under clause (v) belowRevolving Credit Termination Date, upon notice to with the written consent of the Administrative Agent (which consent shall promptly notify the Lendersnot be unreasonably withheld or delayed), Borrower may from time to time request an increase in the aggregate amount of the Revolving Credit CommitmentsCommitments by delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (Ai) any increase of the Aggregate aggregate amount of the Revolving Credit Commitments shall not at any time exceed to an amount in excess of $175,000,000 will require the lesser approval of (1) all the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing BaseLenders, and (Bii) such any increase of the aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount of not less than $5,000,000, or integral multiples . The effective date of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with Commitment Amount Increase shall be agreed upon by the Company and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall specify the time period within which advance Loans in an amount sufficient such that after giving effect to its Loans each Lender is requested shall have outstanding its pro rata share of Loans. It shall be a condition to respond such effectiveness that (which shall in i) no event Eurocurrency Loans be less than ten (10) Business Days from outstanding on the date of delivery of such notice to the Lenders). effectiveness and (ii) Each Lender the Company shall notify not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.12 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent within such time period whether or not it agrees relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender's Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000, 3,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) Business Days from 10 days nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersRevolving Credit Maturity Date). (ii) Each , and shall offer each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, "INCREASING REVOLVING LENDER") or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably withheld), ) and the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to each Augmenting Revolving Lender shall execute all such documentation as the Administrative Agent and shall reasonably specify to evidence its counselRevolving 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. (ivb) If Each of the Aggregate parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Revolving Credit Commitments Commitment pursuant to this Section 2.24, the outstanding Revolving Loans (if any) are increased held by the Revolving Credit Lenders in accordance with this Section, their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent and Borrower shall determine Agent, following consultation with the effective date (such dateBorrower, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and Augmenting Revolving Lenders, or (iii) by any combination of the final allocation of such foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.16, but otherwise without premium or penalty. (c) Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit Lender) or addition of a new Revolving Credit Lender shall become effective under this Section 2.24 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increaseif requested, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of shall have received legal opinions and board resolutions consistent with those delivered on the Increase Effective Closing Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to under clauses (a) and (b), respectively, c)(ii)(B) of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)4.02. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists Subject to the terms and conditions of this Agreement, so long as this Agreement shall be in full force and effect, and in reliance upon the representations and warranties of the Loan Parties contained herein, at any time prior to the Termination Date, Borrower may, by written notice to Agent from time to time, request additional revolving loan commitments (each, an “Incremental Revolving Loan Commitment Increase”; each Incremental Revolving Loan Commitment Increase, an “Incremental Facility”) in an aggregate principal amount not to exceed $50,000,000 for all such Incremental Facilities from (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to Agent; provided, that no more than an aggregate of three (3) Incremental Facilities shall be permitted during the term of this Agreement. Such notice shall set forth (i) the amount, type and terms of the Incremental Facility being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or such lesser amount equal to the remaining permitted amount of the Incremental Facilities), and (ii) the date on which such Incremental Facility is requested to become effective (which shall not be less than five (5) Business Days nor more than sixty (60) Business Days after the date of such notice). The terms and provisions of each Incremental Revolving Loan Commitment Increase and loans made thereunder shall be identical to the then existing Revolving Loan Commitments and Revolving Loans, respectively. For the avoidance of doubt no Revolving Commitment of any Lender shall be increased without the consent of such Lender. (ii) Borrower will first seek commitments to provide an Incremental Facility from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and, if additional commitments are needed, from additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith. Borrower and each Person who will become a Lender with respect to an Incremental Facility shall execute and deliver to Agent an Incremental Assumption Agreement and such other documentation as Agent shall reasonably specify to evidence the 44 commitment of such Lender. With respect to each Incremental Facility which includes funding from additional banks, financial institutions and other institutional lenders who become Lenders in connection therewith, the interest rate margins with respect to such Incremental Facility shall be determined at the time such Incremental Facility is made available; provided, that, if the all-in yield with respect to such Incremental Facility (including interest rate margins, interest rate floors, original issue discount (it being agreed that original issue discount shall equate to interest based on an assumed three-year life to maturity, or, if less, the remaining term of the Revolving Loan Commitment and/or Incremental Facility, as applicable) and upfront fees, but exclusive of arrangement, structuring or underwriting fees) is greater than the corresponding all-in yield (determined on an identical basis) with respect to the Loans outstanding and Commitments under this Agreement (collectively, the “Existing Facilities”) by more than one half of one percent (0.50%) per annum (the amount of such excess being referred to herein as the “Yield Differential”), then the Applicable Margin with respect to the Existing Facilities shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Facility. Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Facility evidenced thereby, and Agent and Borrower may amend this Agreement (and Borrower agrees to enter into an amendment) to evidence such amendments. Any Incremental Revolving Loan Commitment shall have a final maturity date the same as the Termination Date. (iii) Notwithstanding the foregoing, no Incremental Facility shall become effective under this Section 2.2(e) unless (i) on the date of such effectiveness, and after giving effect thereto and the application of the proceeds therefrom, no Default or Event of Default has occurred and subject to the conditions set forth under clause (v) below, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) is continuing and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the all representations and warranties by the Loan Parties contained herein and in Article VII and the each other Loan Documents Document are true and correct on and in all material respects (without duplication of any materiality qualifier contained therein) as of the Increase Effective Datesuch date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent shall have received a certificate to that effect dated such date and executed by the President, Chief Executive Officer or Chief Financial Officer of Borrower, (ii) except that as otherwise specified in the applicable Incremental Assumption Agreement, Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by Agent, and consistent with those delivered under Section 4.1, (iii) after giving effect to the funding of such Incremental Facility (assuming full funding of any Revolving Loans under an Incremental Revolving Loan Commitment) and the application of the proceeds from the foregoing Debt, the Loan Parties shall be in compliance with the financial covenants set forth in Section 11.14 on a pro forma basis as of the last day of the most recently ended Fiscal Quarter for purposes which financial statements are required to be delivered to Agent and Lenders pursuant to the terms of this Section 2.03(b)Agreement. (iv) Each of the parties hereto hereby agrees that Agent may, in consultation with Borrower, take any and all action as may be reasonably necessary to ensure that, upon the representations and warranties contained effectiveness of each additional Revolving Credit Commitment, (i) Revolving Loans made under such additional Revolving Credit Commitment are included in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) each borrowing of outstanding Revolving Loans on a pro rata basis and (b), respectively, of Section 8.01, (Bii) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep Lender providing each additional Revolving Credit Commitment shares ratably in the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in aggregate pro rata outstandings under the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)Facility. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject The Borrower may, on any Business Day prior to the conditions set forth under clause Revolving Credit Termination Date, with the written consent of the Administrative Agent (v) belowwhich consent shall not be unreasonably withheld or delayed), upon notice increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time “Commitment Amount Increase”) at least five (5) Business Days prior to time request an the desired effective date of such increase in the identifying one or more additional Lenders (or additional Revolving Credit CommitmentsCommitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (Ai) any increase of the Aggregate aggregate amount of the Revolving Credit Commitments shall not at any time exceed cause the lesser aggregate amount of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant Commitments to Section 2.03(dexceed $600,000,000, unless otherwise approved by the Required Lenders, (ii) and (2) any increase of the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount of not less than $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default existsshall 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 at the time of such request and on the effective date of such Commitment Amount Increase. 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 Loans 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 (Ci) no Material Adverse Effect shall have occurred. To the extent necessary to keep the if any Eurodollar Loans are outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in under the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders date of such effectiveness, such Eurodollar Loans shall make assignments pursuant be deemed to arrangements satisfactory to be prepaid on such date and the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required owing to the Lenders pursuant to Section 5.05). 2.10 hereof and (viii) This the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 2.11 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. 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 Commitment and (ii) this Section shall supersede any provisions in Sections 4.05 or 12.04 12.7 and 12.11 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowA. Company may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time time, request that the Revolving Loan Commitments be increased by an amount not to exceed (in the aggregate for all such increases) the Incremental Revolving Loan Amount. Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase in the Revolving Credit Commitments; provided, that Loan Commitments (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments which shall be in a an aggregate minimum amount of $5,000,000, or 10,000,000 and integral multiples of $1,000,000 in excess thereof. At of that amount or equal to the time of sending remaining Incremental Revolving Loan Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice to notice), and shall offer each Lender with a Revolving Loan Commitment the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Loan Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Pro Rata Share of the proposed increased amount. Each such requested increase. Any Lender shall, by notice to Company and the Administrative Agent given not responding more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Loan Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing ---------- Lender") or decline to increase its Revolving Loan Commitment (and any Lender ------ that does not deliver such a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Loan Commitment. ) (iii) The each Lender so declining or being deemed to have declined being a "Non-Increasing Lender"). --------------------- In the event that, on the 10th day after the Administrative Agent shall notify Borrower have delivered a notice pursuant to the second sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Loan Commitments by an aggregate amount less than the increase in the Revolving Loan Commitment requested by Company, Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this subsection 2.9A being called an "Augmenting ---------- Lender"), which may include any Lender, to extend Revolving Loan Commitments or ------ increase their existing Revolving Loan Commitments in an aggregate amount equal to all or any portion of the Lenders’ responses to the request made unsubscribed amount; provided that each Augmenting -------- Lender, if not already a Lender hereunder. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent and the Issuing Bank (which approvals approval shall not be unreasonably withheld) and Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Loan Commitment and/or its status as a Lender hereunder. Any increase in the Revolving Loan Commitments may be made in an amount which is less than the increase requested by Company if Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. B. On the effective date (the "Increase Effective Date") of any increase ----------------------- in the Revolving Loan Commitments pursuant to this subsection 2.9 (the "Commitment Increase"), Borrower may also invite additional Persons (i) the aggregate principal amount of the Revolving ------------------- Loans outstanding (the "Initial Revolving Loans") immediately prior to become Lenders pursuant giving ----------------------- effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a joinder agreement in form and substance satisfactory Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender's Pro Rata Share (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Loans (as hereinafter defined) and its counsel. (B) the product of (1) such Lender's Pro Rata Share (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Revolving Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Pro Rata Share (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Loans, (iv) If after the Aggregate Revolving Credit Commitments are increased Administrative Agent receives the funds specified in accordance with this Sectionclauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Pro Rata Share (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Revolving Loans, and Borrower (B) the product of (1) such Non-Increasing Lender's Pro Rata Share (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Loans, (v) after the effectiveness of the Commitment Increase, Company shall determine be deemed to have outstanding new Revolving Loans (the effective date "Subsequent Revolving Loans") in an -------------------------- in an aggregate principal amount equal to the aggregate principal amount of the Initial Revolving Loans and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with subsection 2.1B, (such datevi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Pro Rata Share of the “Increase Effective Date”Subsequent Revolving Loans (calculated after giving effect to the Commitment Increase) and (vii) Company shall pay each Increasing Lender and each Non- Increasing Lender any and all accrued but unpaid interest on the final allocation of such increaseInitial Revolving Loans. The Administrative Agent shall promptly deemed payments made pursuant to clause (i) notify Borrower above in respect of each Eurodollar Rate Loan shall be subject to indemnification by Company pursuant to the provisions of subsection 2.6D if the Increase Effective Date occurs other than on the last day of the final allocation of such Interest Period relating thereto. C. Notwithstanding the foregoing, no increase in the Revolving Credit Loan Commitments (or in the Revolving Loan Commitment of any Lender) or addition of a new Lender shall become effective under this subsection 2.9 unless, (i) on the date of such increase, the conditions set forth in subsection 4.2B shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of Company, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of shall have received documents consistent with those delivered on the Increase Restatement Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aunder subsections 4.1A(iii) and (b4.1B(iii), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable Any increase in the Revolving Credit Loan Commitments contemplated by this subsection 2.9 shall not require the approval or consent of any Lender other than any Lender whose Revolving Loan Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)will be increased hereby. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe BC Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify deliver a copy to each of the Revolving Lenders), Borrower may from time 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 time request an this Section. Such notice shall set forth (i) the amount of the requested increase in the total Revolving Credit Commitments; provided, that (A) Commitments and the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) date on which such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond become effective and (which shall in no event ii) whether the BC Borrower desires to effect all or any portion of such 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 will notify the Revolving Lenders of such offer and the amount of the proposed increase to be less offered ratably to the Revolving Lenders, and each Revolving Lender shall, by notice to the BC Borrower and the Administrative Agent given not more than ten (10) Business Days from 10 days after the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees BC Borrower's notice, either agree to increase its Revolving Credit Commitment and, if so, whether by an all or a portion of the offered amount equal to, greater than, or less than decline to increase its Percentage Share of Revolving Commitment (and any Revolving Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit 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 (iii) The Administrative Agent shall notify Borrower 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 Lenders’ responses to proposed increase in the request made total Revolving Commitments; PROVIDED that each Augmenting Revolving Lender, if not already a Lender hereunder. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent Agent, each Issuing Bank and the Issuing Bank Committed Swingline Lender (which such approvals shall 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 also invite additional Persons to become Lenders be made in an amount which is less than the increase requested by the BC Borrower if the BC Borrower so elects. (b) On the effective date (the "REVOLVING COMMITMENT INCREASE EFFECTIVE DATE") of any Revolving Commitment Increase, if any Revolving Loans are outstanding, the BC Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to a joinder agreement Section 2.03, which Revolving Loans shall be made by the Revolving Lenders ratably in form accordance with their respective Revolving Commitments (calculated after giving effect to the Revolving Commitment Increase); PROVIDED that such prepayment of Revolving Loans pursuant to this paragraph shall not be required if such Revolving Commitment Increase is effected entirely by ratably increasing the Revolving Commitments of the existing Revolving Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.16. (c) Increases and substance satisfactory new Revolving Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the BC Borrower pursuant to the first sentence of paragraph (a) above; PROVIDED that the BC Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent and its counselno less than three Business Days prior to the date specified in the notice delivered by the BC Borrower pursuant to the first sentence of paragraph (a) above. (ivd) If Notwithstanding the Aggregate foregoing, no increase in the total Revolving Credit Commitments are increased (or in accordance with the Revolving Commitment of any Revolving Lender) or addition of an Augmenting Revolving Lender shall become effective under this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly Section unless (i) notify Borrower of the final allocation of such increase in on the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) conditions set forth in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses paragraphs (a) and (b), respectively, ) of Section 8.014.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BC Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) (A) documents consistent with those delivered on the First Restatement Effective Date under clauses (b) and (c) of Section 7 of the Amendment and Restatement Agreement and (B) no Default or Event of Default existsto the extent requested by the Administrative Agent, documents consistent with those delivered on the First Restatement Effective Date under clauses (f)(ii)(A) and (CB) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of Section 7 of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)Amendment and Restatement Agreement. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event Subject to and upon the terms and conditions herein, each Person with an Additional Revolving Credit Commitment (as defined below) on the Amendment No. 3 Effective Date who executes and delivers this Amendment (an “Additional Revolving Lender”) shall become an Extending Revolving Lender under the Credit Agreement with respect to its Additional Revolving Credit Commitment and shall have a Revolving Credit Commitment under the Credit Agreement in the amount of Default and subject its Additional Revolving Credit Commitment in addition to any Revolving Credit Commitment it has prior to the conditions Amendment No. 3 Effective Date. With respect to each Additional Revolving Lender, the commitment of such Additional Revolving Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans under the Credit Agreement, in addition to any Revolving Credit Commitment it has prior to the Amendment No. 3 Effective Date, shall be in an amount set forth under clause on Schedule 2 to this Amendment (v) below, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time request an increase in the “Additional Revolving Credit Commitments; provided, that (A) Commitment”). The aggregate amount of the Aggregate Additional Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum equal $241,200,000. The Additional Revolving Credit Amounts after adjustments resulting from reductions thereof Commitments and Revolving Loans thereunder established pursuant to this Section 2.03(d) shall constitute Revolving Loans and (2) the then effective Borrowing BaseRevolving Credit Commitments under, and shall be entitled to all the benefits afforded by, the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. (Bb) such increase On the Amendment No. 3 Effective Date, the Borrower shall repay all outstanding Revolving Loans out of the proceeds of a new borrowing of Revolving Loans under the Credit Agreement and each of the Revolving Credit Commitments shall be in Lenders having a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment andprior to the Amendment No. 3 Effective Date (the “Pre-Amendment Revolving Lenders”) shall assign to each Additional Revolving Lender, if soand each Additional Revolving Lender shall purchase from each Pre-Amendment Revolving Lender, whether by an at the principal amount equal tothereof, greater than, or less than its Percentage Share of such requested increaseparticipation interests in LC Exposure and Swingline Loans outstanding on the Amendment No. Any Lender not responding within such time period 3 Effective Date as shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement necessary in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying order that, before and after giving effect to all such increaserepayments and reborrowings and assignments and purchases, (A) the representations such Revolving Loans and warranties contained participation interests in Article VII LC Exposure and the other Loan Documents are true Swingline Loans will be held by Pre-Amendment Revolving Lenders and correct on and as of the Increase Effective Date, except Additional Revolving Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Additional Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)Commitments. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 10,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersRevolving Credit Maturity Date). (ii) Each , and shall offer each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, “Increasing Revolving Lender”) or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent 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, Borrower may also invite additional Persons or chooses not to become Lenders arrange for, Augmenting Revolving Lenders. (b) In lieu of or in addition to requesting that the Total Revolving Credit Commitment be increased pursuant to a joinder agreement in form and substance satisfactory paragraph (a) above, the Borrower may, by written notice to the Administrative Agent from time to time, request that one or more persons reasonably acceptable to the Administrative Agent commit to make revolving loans to the Borrower that (i) mature later than the Revolving Credit Maturity Date, (ii) have Applicable Percentages that are lower than the Applicable Percentages for the Revolving Loans or (iii) have an undrawn Commitment Fee that is lower than the Commitment Fee for the Revolving Credit Commitments (such loans, “Incremental Revolving Loans”), in an aggregate amount not to exceed the Incremental Revolving Facility Amount at such time. Such notice shall set forth (i) the amount of the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $5,000,000 and its counsel. a minimum amount of $10,000,000 or equal to the remaining Incremental Revolving Facility Amount), (ivii) If the Aggregate date on which such Incremental Revolving Credit Commitments are increased in accordance with this Sectionrequested to become effective (which shall not be less than five Business Days nor more than 60 days after the date of such notice), and (iii) the requested final maturity date, Applicable Percentages and Commitment Fee therefor. The Borrower and each Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Revolving Credit Commitment Assumption Agreement and Borrower such other documentation as the Administrative Agent shall determine reasonably specify to evidence the effective date (such date, the “Increase Effective Date”) and the final allocation Incremental Revolving Credit Commitment of such increaseIncremental Revolving Credit Lender. The Administrative Agent shall promptly inform each Revolving Credit Lender of the Borrower’s request to establish Incremental Revolving Credit Commitments pursuant to this paragraph (b) and offer each such Revolving Credit Lender the opportunity to amend the final termination date, Applicable Percentages and Commitment Fee relating to all or a portion of its Revolving Credit Commitment to match those of the Incremental Revolving Credit Commitment being established pursuant to this paragraph (b). To the extent any such Revolving Credit Lender agrees so to amend the terms of its Revolving Credit Commitment (such Lender, a “Converting Revolving Credit Lender”), such agreement will be memorialized by such Converting Revolving Credit Lender’s executing an Incremental Revolving Credit Commitment Assumption Agreement. For administrative convenience, from and after the effectiveness of such Incremental Revolving Credit Commitment Assumption Agreement with respect to any Converting Revolving Credit Lender, the Revolving Credit Commitment of such Lender subject thereto shall be deemed to be an Incremental Revolving Credit Commitment and shall cease to be a Revolving Credit Commitment for all purposes of this Agreement and the other Loan Documents. For purposes of calculating the Commitment Fees and L/C Participation Fees due to any Converting Revolving Credit Lender, such fees shall be calculated based upon its Revolving Credit Commitment to but excluding the date of conversion and on its Incremental Revolving Credit Commitment thereafter. (c) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Revolving Credit Commitment pursuant to Section 2.24(a) or any decrease in the Total Revolving Credit Commitment as a result of a Revolving Credit Lender becoming an Incremental Revolving Credit Lender pursuant to Section 2.24(b), the outstanding Revolving Loans (if any) are held by the Revolving Credit Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent (i) notify Borrower by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to assign portions of their outstanding Revolving Loans to Increasing Revolving Lenders and Augmenting Revolving Lenders, (iii) by causing Converting Revolving Credit Lenders to assign portions of the final allocation outstanding Incremental Revolving Loans to other Incremental Revolving Credit Lenders or (iv) by any combination of such the foregoing. Any prepayment or assignment described in this paragraph (c) shall be subject to Section 2.16, but otherwise without premium or penalty. (d) Notwithstanding the foregoing, no Incremental Revolving Credit Commitment and no increase in the Total Revolving Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit Lender) or addition of a new Revolving Credit Lender shall become effective under this Section 2.24 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of shall have received (with sufficient copies for each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving Revolving Credit Lenders or consenting to such increaseIncremental Revolving Credit Lenders, and (ii) in as the case of Borrowermay be) legal opinions, certifying that, before board resolutions and after giving effect to such increasean officer’s certificate consistent with those delivered on the Restatement Date under clauses (a)(i), (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(ba)(ii), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ac)(ii)(B) and (b), respectively, d) of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)4.02. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists So long as no Default or Event of Default shall have occurred and subject be continuing, the Funds Administrator may, on any Business Day prior to the conditions set forth under clause (v) belowExpiration Date, upon notice to with the Administrative written consent of the Agent (which consent shall promptly notify the Lendersnot be unreasonably withheld or delayed), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in by delivering a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, 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 Commitment Amount Increase Request at least ten (10) Business Days from prior to the desired effective date of delivery such increase (the "Commitment Amount Increase") identifying an additional Lender or Lenders (or additional Commitments for existing Lender(s)) and the amount of such notice its Commitment(s) (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Commitments to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share in excess of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to $200,000,000 will require the approval of all the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective DateLenders, and (ii) notify any increase of the aggregate amount of the Commitments shall be in an amount not less than $10,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the 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 Revolving Loans each Lender shall have outstanding its Proportionate Share of its Revolving Credit Commitment as of the Increase Effective Date. (v) As Loans. It shall be a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor effectiveness that (i) certifying either (A) no LIBOR Rate Loans be outstanding on the date of such effectiveness, (B) such 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 prepaid and attaching reborrowed on such effective date and the resolutions adopted by Borrowers shall have paid to the Lenders pursuant to Section 4.14.4 all costs and expenses associated with such Obligor approving or consenting to such increaseprepayment and reborrowing, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as Borrower shall not have terminated any portion of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished Commitments pursuant to clauses (aSection 4.8(c) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurredhereof. To the extent necessary The Borrower agrees to keep the outstanding Loans ratable with pay any revised Percentage Shares reasonable expenses of the Lenders arising from Agent relating to any nonratable Commitment Amount Increase. Upon the effectiveness of any such increase in the Revolving Credit Commitment under Commitments, the Agent is hereby authorized to issue an amended Annex I to this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 Agreement reflecting such revised Commitments. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender's Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default, and no Default or Event would result from any borrowing as of Default and subject to the conditions set forth under clause (v) belowfunding date thereof, upon sixty (60) days written notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall Commitment by an additional amount (for all such requests) not at exceeding $15,000,000.00 in the aggregate; provided that (i) any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such request for an increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or 5,000,000 and integral multiples of $1,000,000 1,000,000.00 in excess thereof, (ii) the Borrower may make a maximum of three (3) such requests and (iii) after giving effect to any increase under this Section, the Aggregate Revolving Credit Commitment shall not exceed the Aggregate Revolving Credit Maximum Amount. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no event be less than ten twenty (1020) Business Days from the date of delivery of such notice to the Revolving Lenders). (iib) Each Revolving Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Revolving Credit Commitment Percentage Share of such requested increase. Any Revolving Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iiic) The Administrative Agent shall notify the Borrower and each Revolving Lender of the Revolving Lenders’ responses to the each request made hereunder. To achieve the full amount of a requested increase increase, and subject to the approval of the Administrative Agent and Agent, the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons Eligible Assignees, as provided in Section 10.6 hereof, reasonably acceptable to the Administrative Agent to become Revolving Lenders pursuant to a joinder agreement (“New Revolving Lenders”) in form and substance satisfactory to the Administrative Agent and its counsel. (ivd) If the Aggregate Revolving Credit Commitments are Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (such date, the “Revolving Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify the Borrower and the Revolving Lenders and the New Revolving Lenders, if any, of the final allocation of such increase in and the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (ve) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Obligor Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Obligor Loan Party (i) certifying and attaching the resolutions adopted by such Obligor Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII Section 4 (inclusive) and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default exists or Event of Default existswould exist after any such borrowing, and (C) no Material Adverse Effect a pro forma calculation as of the latest fiscal quarter for which internal financial statements are available indicating compliance (including calculations) with the financial covenants set forth in Section 7.1. The Borrower shall have occurred. To prepay any Revolving Credit Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.11) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Percentage Shares of the Lenders Applicable Revolving Percentages arising from any nonratable increase in the Revolving Credit Commitment Commitments under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vif) This Section 2.8 shall supersede any provisions in Sections 4.05 or 12.04 10.1 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists So long as no Default or Event of Default shall have occurred and subject be continuing, the Funds Administrator may, on any Business Day prior to the conditions set forth under clause (v) belowExpiration Date, upon notice to with the Administrative written consent of the Agent (which consent shall promptly notify the Lendersnot be unreasonably withheld or delayed), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in by delivering a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, 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 Commitment Amount Increase Request at least ten (10) Business Days from prior to the desired effective date of delivery such increase (the "Commitment Amount Increase") identifying an additional Lender or Lenders (or additional Commitments for existing Lender(s)) and the amount of such notice its Commitment(s) (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Commitments to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share in excess of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to $300,000,000 will require the approval of all the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective DateLenders, and (ii) notify any increase of the aggregate amount of the Commitments shall be in an amount not less than $10,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the 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 Revolving Loans each Lender shall have outstanding its Proportionate Share of its Revolving Credit Commitment as of the Increase Effective Date. (v) As Loans. It shall be a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor effectiveness that (i) certifying either (A) no LIBOR Rate Loans be outstanding on the date of such effectiveness, (B) such 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 prepaid and attaching reborrowed on such effective date and the resolutions adopted by Borrowers shall have paid to the Lenders pursuant to Section 4.14.4 all costs and expenses associated with such Obligor approving or consenting to such increaseprepayment and reborrowing, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as Borrower shall not have terminated any portion of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished Commitments pursuant to clauses (aSection 4.8(c) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurredhereof. To the extent necessary The Borrower agrees to keep the outstanding Loans ratable with pay any revised Percentage Shares reasonable expenses of the Lenders arising from Agent relating to any nonratable Commitment Amount Increase. Upon the effectiveness of any such increase in the Revolving Credit Commitment under Commitments, the Agent is hereby authorized to issue an amended Annex I to this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 Agreement reflecting such revised Commitments. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender's Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject The Company may, on any Business Day prior to the conditions set forth under clause (v) belowRevolving Credit Termination Date, upon notice to with the written consent of the Administrative Agent (which consent shall promptly notify the Lendersnot be unreasonably withheld or delayed), Borrower may from time to time request an increase in the aggregate amount of the Revolving Credit CommitmentsCommitments by delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (Ai) any increase of the Aggregate aggregate amount of the Revolving Credit Commitments shall not at any time exceed to an amount in excess of $400,000,000 will require the lesser approval of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing BaseRequired Lenders, and (Bii) such any increase of the aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount not less than $10,000,000. The effective date of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with Commitment Amount Increase shall be agreed upon by the Company and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) (i) shall specify the time period within which advance Loans in an amount sufficient such that after giving effect to its Loans each Lender is requested shall have outstanding its pro rata share of Loans and (ii) shall acquire its Percentage of all participations in all L/C Obligations and Swing Loans. It shall be a condition to respond such effectiveness that (which shall in i) no event Eurocurrency Loans be less than ten (10) Business Days from outstanding on the date of delivery of such notice to the Lenders). effectiveness and (ii) Each Lender the Company shall notify not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.12 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent within such time period whether or not it agrees relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (a) Subject to the terms and conditions set forth herein, the Borrower shall 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 an increase in the aggregate Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Revolving Credit Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and the Principal Issuing Banks (each, a “RCCI Lender”) or by allowing one or more existing Revolving Credit Lenders to increase their respective Revolving Credit Commitments; provided that (i) Provided there exists no Default or Event of Default shall have occurred and subject be continuing on the effective date of such Revolving Credit Commitment Increase, (ii) each such Revolving Credit Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000, (iii) no such Revolving Credit Commitment Increase shall cause the Total Revolving Credit Commitment to the conditions set forth under clause exceed $80,000,000, (iv) no Lender’s Revolving Credit Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) belowif, upon on the effective date of such Revolving Credit Commitment 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. (b) Any Revolving Credit Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser a “Notice of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share Increase”) in the form of such requested increase. Any Lender not responding within such time period Exhibit E attached hereto and shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Principal Issuing Bank (which approvals shall Banks, such approval not to be unreasonably withheld. Each such Notice of Revolving Credit Commitment Increase shall specify (i) the proposed effective date of such Revolving Credit Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Revolving Credit Commitment Increase, (ii) the amount of the requested Revolving Credit Commitment Increase (which amount shall conform to the requirements of Section 2.19(a)), (iii) the identity of each RCCI Lender and/or each Lender that has agreed in writing to increase its Revolving Credit Commitment hereunder, and (iv) the amount of the respective Revolving Credit Commitments of the then existing Revolving Credit Lenders and the RCCI Lenders from and after the Revolving Credit Commitment Increase Effective Date. The Administrative Agent and the Principal Issuing Banks shall review each Notice of Revolving Credit Commitment Increase and shall notify the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to whether or not the Administrative Agent and its counsel. (iv) the Principal Issuing Banks approve the proposed Revolving Credit Commitment Increase, such approval not to be unreasonably withheld. If the Aggregate Administrative Agent and the Principal Issuing Banks approve such Revolving Credit Commitments are increased in accordance with this SectionCommitment Increase, the Administrative Agent and Borrower the Principal Issuing Banks shall determine execute a counterpart to the Notice of Revolving Credit Commitment Increase and such Revolving Credit Commitment Increase shall be effective on the proposed effective date set forth in such notice (if the Administrative Agent and the Principal Issuing Banks consent to such Revolving Credit Commitment Increase prior to such proposed date) or on another date as determined by the Borrower and agreed to by the Administrative Agent and the Principal Issuing Banks (such date, date of effectiveness referred to herein as the “Revolving Credit Commitment Increase Effective Date”). (c) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the On each Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its to the extent that there are Revolving Credit Commitment Loans outstanding as of the Increase Effective Date. such date, (vi) As a condition precedent to such increaseeach RCCI Lender shall, Borrower shall by wire transfer of immediately available funds, deliver to the Administrative Agent such RCCI Lender’s New Funds Amount, which amount shall constitute Revolving Credit Loans made by such RCCI Lender to the Borrower pursuant to this Agreement on such Revolving Credit Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each Reducing Percentage Revolving Credit Lender its Reduction Amount, which amount, for each such Reducing Percentage Revolving Credit Lender, shall constitute a certificate prepayment by the Borrower pursuant to Section 2.10(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Credit Loans of such Reducing Percentage Revolving Credit Lender, and (iii) the Borrower shall pay to each Obligor dated Revolving Credit Lender any breakage fees or costs or other amounts owing hereunder in connection with the breakage or reallocation of any outstanding Revolving Credit Loans. (d) For purposes of this Section 2.19 and each Notice of Revolving Credit Commitment Increase, the following defined terms shall have the following meanings: (i) “New Funds Amount” means, for any Revolving Credit Lender or RCCI Lender, the amount equal to the product of such Revolving Credit Lender’s increased Revolving Credit Commitment or such RCCI Lender’s Revolving Credit Commitment (as applicable) represented as a percentage of the aggregate Revolving Credit Commitments after giving effect to the applicable Revolving Credit Commitment Increase, multiplied by the aggregate principal amount of the outstanding Revolving Credit Loans immediately prior to giving effect to such Revolving Credit Commitment Increase, if any, as of the applicable Revolving Credit Commitment Increase Effective Date signed by (without regard to any increase in the aggregate principal amount of Revolving Credit Loans as a Responsible Officer result of borrowings made after giving effect to the Revolving Credit Commitment Increase on such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and Revolving Credit Commitment Increase Effective Date); (ii) “Reducing Percentage Revolving Credit Lender” means each existing Revolving Credit Lender immediately prior to giving effect to any Revolving Credit Commitment Increase that does not increase its Revolving Credit Commitment in connection with such Revolving Credit Commitment Increase and whose relative percentage of the case of Borrower, certifying that, before and aggregate Revolving Credit Commitments shall be reduced after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this SectionIncrease; and (iii) “Reduction Amount” means, Borrower shall prepay for any Reducing Percentage Revolving Credit Lender, the amount by which such Reducing Percentage Revolving Credit Lender’s outstanding Revolving Credit Loans outstanding on the decrease as of any Revolving Credit Commitment Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory (without regard to the Administrative Agent (provided, that in each case, Borrower shall pay effect of any additional amounts required pursuant borrowings made on such Revolving Credit Commitment Increase Effective Date after giving effect to Section 5.05the applicable Revolving Credit Commitment Increase). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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, 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 20,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending remaining Incremental Revolving Facility Amount) and the date on which such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersIncremental Facility Cutoff Date). (ii) Each , and shall offer each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Revolving Credit Commitment andby its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, if soby notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, whether either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Revolving Credit Lender so agreeing being an amount equal to, greater than, "Increasing Revolving Lender") or less than decline to increase its Percentage Share of Revolving Credit Commitment (and any Revolving Credit Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment. ) (iii) The 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 notify Borrower of the Lenders’ responses have delivered a notice pursuant to the request made 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. To achieve the full amount of a requested increase and , shall be subject to the approval of the Administrative Agent and the Issuing Bank 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, Borrower may also invite additional Persons or chooses not to become Lenders arrange for, Augmenting Revolving Lenders. (b) On the effective date (the "Increase Effective Date" of any increase in the Total Revolving Credit Commitment pursuant to this Section 2.23 (the "Commitment Increase", (i) the aggregate principal amount of the Revolving Loans outstanding (the "Initial Loans" immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Revolving Lender and each Augmenting Revolving Lender that shall have been a joinder agreement in form and substance satisfactory Revolving Credit Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Revolving Credit Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Borrowings (as hereinafter defined) and its counsel. (B) the product of (1) such Revolving Credit Lender's Pro Rata Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Revolving Lender that shall not have been a Revolving Credit Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Revolving Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Borrowings, (iv) If after the Aggregate Revolving Credit Commitments are increased Administrative Agent receives the funds specified in accordance with this Sectionclauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Revolving Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Revolving Lender's Pro Rata Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Revolving Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Revolving Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall determine be deemed to have made new Revolving Credit Borrowings (the effective date "Subsequent Revolving Borrowings" in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (such datevi) each Non-Increasing Revolving Lender, each Increasing Revolving Lender and each Augmenting Revolving Lender shall be deemed to hold its Pro Rata Percentage of each Subsequent Revolving Borrowing (each calculated after giving effect to the “Increase Effective Date”Commitment Increase) and (vii) the final allocation of such increaseBorrower shall pay each Increasing Revolving Lender and each Non-Increasing Revolving Lender any and all accrued but unpaid interest on the Initial Loans. The Administrative Agent shall promptly deemed payments made pursuant to clause (i) notify above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the final allocation of such Interest Period relating thereto. (c) Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit Lender) or addition of a new Revolving Credit Lender shall become effective under this Section 2.23 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Increase Effective DateAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable received (with any revised Percentage Shares sufficient copies for each of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding Lenders) documents consistent with those delivered on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.Closing Date

Increase in Revolving Credit Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time prior to the Revolving Facility Termination Date, request an increase in the Original Revolving Credit Commitments in an amount not to exceed the Incremental Amount from one or more Revolving Credit Lenders (which may include any existing Lender) willing to provide such increased Revolving Credit Commitments in their own discretion; provided that on a Pro Forma Basis after giving effect to the incurrence of such Revolving Credit Commitments (assuming for purposes of this Section 3.3 that such increased Revolving Credit Commitments established at such time are fully funded) and the use of proceeds thereof, the Borrower is in compliance with the covenants set forth in Section 9.1 and Section 9.2, as of the latest Measurement Period; and provided further that: (i) Provided there exists no Default or Event of Default before and subject after giving effect to the increase in Revolving Credit Commitments contemplated hereby on the Increased Amount Date, the conditions set forth under clause in Section 7.2 shall be satisfied; (vii) belowthe increased Revolving Credit Commitments shall have the same terms and conditions as the Original Revolving Credit Commitments then in effect (other than fees, upon notice maturity (which may be no earlier than the Revolving Facility Termination Date for the Original Revolving Credit Commitments and interest rate margins, which shall be as agreed between the Borrower and those lenders providing the additional Revolving Credit Commitments pursuant to this Section 3.3); (iii) the Loan Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be requested by the Administrative Agent (which shall promptly notify not require any consent from any Lender) in connection with the Lenders)increased Revolving Credit Commitments hereunder, and in each case the Borrower shall have delivered such other documents (including modifications to the Mortgages and date down endorsements to the mortgagee’s title insurance policies issued to Administrative Agent with respect to the Mortgages, certificates and opinions of counsel) in connection with the foregoing as may from time be reasonably requested by the Administrative Agent; and (iv) any extensions of credit pursuant to time request an any increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser rank pari passu in right of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) payment and (2) the then effective Borrowing Base, and (B) such increase pari passu in right of security with the Revolving Credit Commitments shall then in effect. (b) The Borrower may approach any Lender or any other Person that would be in a minimum amount of $5,000,000permitted Assignee pursuant to Section 12.6 (including consent, or integral multiples of $1,000,000 in excess thereof. At the time of sending such noticeif applicable, Borrower (in consultation with from the Administrative Agent, Issuing Lenders and Swing Line Lender, such consent not to be unreasonably withheld or delayed) shall specify to provide all or a portion of the time period within which each increased Revolving Credit Commitments; provided that any Lender is requested offered or approached to respond (which shall provide all or a portion of the increase in no event be less than ten (10) Business Days from the date of delivery of Revolving Credit Commitments may elect or decline, in its sole discretion, to provide such notice to the Lenders)increased Revolving Credit Commitments. (iic) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to Any increase its in Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period Commitments pursuant to this Section 3.3 shall be deemed established pursuant to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of an Incremental Amendment executed by the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of Borrower, the Administrative Agent and the Issuing Bank lenders providing such increased Revolving Credit Commitments which shall be consistent with the provisions set forth in paragraph (a) above (which approvals shall not require the consent of any other Lender). Each Incremental Amendment shall be unreasonably withheld)binding on the Lenders, Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent Agent, the Loan Parties and its counselthe other parties hereto and thereto. (ivd) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such Upon each increase in the Revolving Credit Commitments pursuant to this section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Commitment (each a “Incremental Revolving Lender”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the Increase Effective Date, percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) notify participations hereunder in Swing Line Loans held by each Lender of its Revolving Credit Commitment as Lender (including each such Incremental Revolving Lender) will equal the percentage of the Increase Effective Dateaggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vie) This Section 3.3 shall supersede any provisions in Sections 4.05 or 12.04 Section 12.1 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject The Borrower may, on any Business Day prior to the conditions set forth under clause Revolving Credit Termination Date, with the written consent of the Administrative Agent (v) belowwhich consent shall not be unreasonably withheld or delayed), upon notice increase the aggregate amount of the Revolving Credit Commitments by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time “Commitment Amount Increase”) at least five (5) Business Days prior to time request an the desired effective date of such increase in the identifying one or more additional Lenders (or additional Revolving Credit CommitmentsCommitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (Ai) any increase of the Aggregate aggregate amount of the Revolving Credit Commitments shall not at any time exceed cause the lesser aggregate amount of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant Commitments to Section 2.03(dexceed $1,000,000,000, unless otherwise approved by the Required Lenders, (ii) and (2) any increase of the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be in a minimum an amount of not less than $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default existsshall 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 shall be true and correct at the time of such request and on the effective date of such Commitment Amount Increase. 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 Loans 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 (Ci) no Material Adverse Effect shall have occurred. To the extent necessary to keep the if any Eurodollar Loans are outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in under the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders date of such effectiveness, such Eurodollar Loans shall make assignments pursuant be deemed to arrangements satisfactory to be prepaid on such date and the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required owing to the Lenders pursuant to Section 5.05). 2.10 and (viii) This the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 2.11. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. 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 Commitment and (ii) this Section shall supersede any provisions in Sections 4.05 or 12.04 12.7 and 12.11 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) belowThe Borrower may, upon 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 promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $5,000,000, 10,000,000 or integral multiples of $1,000,000 in excess thereof. At equal to the time of sending Incremental Revolving Facility Amount available at such notice, Borrower (in consultation with time) and the Administrative Agent) shall specify the time period within date on which each Lender such increase is requested to respond become effective (which shall in no event be not less than ten (10) 10 Business Days from nor more than 60 days after the date of delivery such notice and which, in any event, must be on or prior to the Revolving Maturity Date). Upon the approval of such notice to the Lenders). (ii) Each Lender shall notify request by the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals approval shall not be unreasonably withheld), the Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving arrange for one or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the more banks or other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier dateentities, in which each case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory acceptable to the Administrative Agent (providedany such bank or other entity referred to in this clause being an "INCREMENTAL REVOLVING LENDER"), that which may include any Lender, to extend Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the requested increase in the Total Revolving Commitment. The Borrower and each case, Incremental Revolving Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Commitment hereunder. Any increase in the Total Revolving Commitment may be made in an amount which is less than the increase requested by the Borrower shall pay any additional amounts required pursuant if the Borrower is unable to Section 5.05)arrange for Incremental Revolving Lenders. (viii) Each of the parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.1(c), the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This Section shall supersede may be accomplished at the discretion of the Administrative Agent (w) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of new Revolving Borrowings, (x) by causing Lenders to assign portions of their outstanding Revolving Loans to other Lenders, (y) by permitting the Revolving Borrowings outstanding at the time of any provisions increase in Sections 4.05 or 12.04 the Total Revolving Commitment pursuant to the contrary.this section 2.1

Increase in Revolving Credit Commitments. (ia) Provided there exists that no Default or Event of Default and subject to then exists, the conditions set forth under clause (v) below, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to once at any time request an increase in writing that the Revolving Credit Commitments; provided, that (A) the Aggregate then existing Revolving Credit Commitments shall be increased by an amount which is not at any time exceed less than $10,000,000 and not greater than $15,000,000 in the lesser aggregate in accordance with the provisions of (1) this Section; provided that upon the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) effectiveness of such increase as provided herein, the New Lender (as defined below) shall become a Lender holding a pro rata portion of the Revolving Credit Commitments and the Term Loans as provided herein. Any request under this Section shall be in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At submitted by the time of sending such notice, Borrower (in consultation with to the Lenders through the Administrative AgentAgent not less than five (5) days prior to the proposed increase and shall specify (i) the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the proposed effective date of delivery of such notice to the Lenders). increase, (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (iiiii) in the case new lender (the "New Lender"), who shall be reasonably acceptable to the Administrative Agent, committing to a pro rata portion of Borrower, certifying that, before and the Revolving Credit Commitments (after giving effect to such increase, (A) the representations and warranties contained in Article VII Term Loans then outstanding equal to such amount of increase and the other Loan Documents are true and correct on and as be accompanied by a certificate of a Responsible Officer of the Increase Effective DateBorrower, except to the extent stating that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares exists as of the Lenders arising date of the request or will result from any nonratable the requested increase. The consent of the Lenders, as a group, shall not be required for an increase in the amount of the Revolving Credit Commitments pursuant to this Section. (b) Such New Lender designated by the Borrower and reasonably acceptable to the Administrative Agent shall become an additional party hereto as a Lender concurrently with the effectiveness of the proposed increase in the Revolving Credit Commitment under Commitments upon (i) the execution by the New Lender, the other Lenders and the Administrative Agent of an instrument of joinder to this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory Agreement and Assignment Agreement which is in form and substance reasonably acceptable to the Administrative Agent and the Lenders which, in any event, contains the representations, warranties, indemnities and other protections afforded to the Administrative Agent and the other Lenders by an Assignment and Acceptance Agreement and re-allocates by assignment the Term Loans and Revolving Credit Commitments among the Lenders and the New Lender, provided after giving effect to such agreement no Lender (providedother than the New Lender) shall have Term Loans and the Revolving Commitments which, that in the aggregate, exceed the Term Loans and Revolving Credit Commitment of such Lender immediately prior to such agreement, (ii) the funding by such New Lender of its pro rata amount of Term Loans and Revolving Credit Loans then outstanding and the Borrower, (iii) the payment by the Borrower of the amounts, if any then owing as set forth in the next sentence, (iv) the execution by the Borrower and delivery to the Trustee of the requisite certificate under the Intercreditor Agreement with respect to the New Lender and all replacements and new Notes issued in connection with the admission of the New Lender, and (v) the counterpart signature pages to the Intercreditor Agreement executed by each caseNew Lender. For purposes of Section 2.16, the re-allocation of Term Loans shall be deemed a prepayment of such Loans and the Borrower shall pay be obligated to indemnify each Lender for any additional amounts required pursuant to Section 5.05)breakage cost therefor as provided in such Section. (vic) This Section shall supersede any provisions in Sections 4.05 or 12.04 Subject to the contraryforegoing, any increase requested by the Borrower shall be effective as of the date agreed to by the Borrower, the Administrative Agent and the New Lender and shall be in the principal amount equal to the amount offered by such New Lender. Upon the effectiveness of any such increase, the Borrower shall issue replacement Notes to each affected Lender and new Notes to the New Lender, and the Revolving Credit Commitments and Term Loans of each Lender will be adjusted to give effect to the increase in the Revolving Credit Commitments and re-allocation of the Revolving Credit Commitments and the Term Loans and shall be set forth in a new Schedule I issued by the Administrative Agent.

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 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) Provided there exists the aggregate amount of the Revolving Credit Commitments shall not be incurred to an amount in excess of $80,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and subject to be continuing at the conditions set forth under clause time of the request or the effective date of the Commitment Amount Increase and (viv) below, all representations and warranties contained in Section 6 hereof shall be true and correct at the time of such request and on the effective date of such Commitment Amount Increase. The effective date of the Commitment Amount Increase shall be agreed upon notice to by the Borrower and the Administrative Agent Agent. Upon the effectiveness thereof, the new Lender(s) (which or, if applicable, existing Lender(s)) shall promptly notify the Lenders), Borrower may from time advance Revolving Loans in an amount sufficient such that after giving effect to time request an increase in 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 Commitments; providedon the date of such effectiveness, that (A) such Eurodollar Loans shall be deemed to be prepaid on such date and the Aggregate Revolving Credit Commitments Borrower shall not at pay any time exceed amounts owing to the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof Lenders pursuant to Section 2.03(d) 1.8 hereof and (2ii) the then effective Borrowing Base, and (B) such increase Borrower shall not have terminated any portion of the Revolving Credit Commitments shall be in a minimum amount pursuant to Section 1.9 hereof. The Borrower agrees to pay any reasonable expenses of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees 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, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period and no Lender’s Revolving Credit Commitment shall be deemed to have declined increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject Subject to Section 2.16, the Borrower may, on any Business Day prior to the conditions set forth under clause date that is six (v6) below, upon notice months prior to the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; providedTermination Date, that (A) request one or more increases to the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase aggregate amount of the Revolving Credit Commitments shall be by delivering an Increase Request substantially in a minimum amount of $5,000,000, the form attached hereto as Exhibit J (or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with other form acceptable to the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. at least five (iv5) If Business Days prior to the Aggregate desired effective date of such increase (each such increase, a “Revolver Increase”) identifying one or more new banks or financial or other lending institutions (a “New Lender”) to provide one or more new Revolving Credit Commitments are (or one or more additional or increased Revolving Credit Commitments for existing Lenders) and the amount of such Revolving Credit Commitments (or additional amount of such existing Revolving Credit Commitments); provided, however, that: (a) the aggregate amount of all such Revolver Increases shall not exceed $425,000,000 and any such Revolver Increase shall be in accordance with this Sectionan amount not less than $10,000,000 (or such lesser amount then agreed to by the Administrative Agent); (b) in the event of one or more New Lenders, the Administrative Agent Agent, the L/C Issuer and Borrower the Swingline Lender shall determine have approved the identity of any such New Lender, such approvals not to be unreasonably withheld, conditioned or delayed; (c) no Default shall have occurred and be continuing at the time of the request or the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date.Revolver Increase; and (vd) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate each of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained set forth in Article VII Section 6 and in the other Loan Documents are shall be and remain true and correct in all material respects on and as the effective date of the such Revolver Increase Effective Date(where not already qualified by materiality, otherwise in all respects), except to the extent that such representations and warranties specifically refer the same expressly relate to an earlier date, in which case they are shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of the Revolver Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 Schedule 2.2 shall be deemed amended to refer reflect the Revolver Increase and any New Lender (or, if applicable, existing Lender) shall advance Revolving Loans in an amount sufficient such that after giving effect to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect its Revolving Loans each Lender shall have occurred. To the extent necessary to keep the outstanding its Revolver Percentage of all Revolving Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in outstanding under the Revolving Credit Commitment under Commitments; it being understood and agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Section, Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall prepay Loans outstanding on not have terminated any portion of the Increase Effective Date and/or Lenders shall make assignments Revolving Credit Commitments pursuant to arrangements satisfactory Section 2.11. The Borrower agrees to pay the expenses of the Administrative Agent (including reasonable and documented attorney’s fees) relating to any Revolver Increase. 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. Any such declining Lender shall have no consent right with respect to such Revolver Increase, and any New Lender shall be acceptable to the Administrative Agent (provided, that to the extent the consent of the Administrative Agent would be required in each case, Borrower connection with an assignment to such New Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Any Revolver Increase under this Agreement shall pay any additional amounts required be implemented pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide such Revolving Increase, if any, each additional Lender, if any, and the Administrative Agent. The Incremental Amendment 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 reasonable opinion of the Administrative Agent, to give effect the provisions of this Section 5.052.15, notwithstanding anything to the contrary otherwise contained in this Agreement (including Section 13.3). (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event Pursuant to Section 2.14 of Default the Credit Agreement, each Increasing Lender hereby agrees and subject acknowledges that its respective Revolving Credit Commitment shall, automatically and without any further action, upon satisfaction of the conditions precedent set forth in Section 2(b), be increased on the Commitment Increase Date (as defined below), and on the Commitment Increase Date, after giving effect to this Section 2(a), its Revolving Credit Commitment shall be the amount set forth next to its respective name under the caption “Revolving Credit Commitment” on Schedule 2.01 attached hereto. Additionally, on the Commitment Increase Date, after giving effect to each of this Section 2(a) and the January 2017 Increase Agreement, Schedule 2.01 of the Credit Agreement (Commitments and Applicable Percentages) shall be replaced in its entirety with Schedule 2.01 attached hereto. The parties hereto agree and acknowledge that the increase in Revolving Credit Commitments effected hereby are in addition to, and not in lieu of, the increase in Revolving Credit Commitments effected under the January 2017 Increase Agreement. (b) The increase to the Revolving Credit Commitments of the Increasing Lenders pursuant to Section 2(a) shall become effective and enforceable against the parties hereto upon the occurrence of the following conditions precedent (the date such conditions are satisfied, “Commitment Increase Date”): (1) the receipt by the Administrative Agent of a new Revolving Credit Note executed by a duly authorized officer of the Borrower payable to each Increasing Lender and reflecting such Increasing Lender’s revised Revolving Credit Commitment as set forth under clause on Schedule 2.01 attached hereto; (v2) below, upon notice evidence satisfactory to the Administrative Agent that the Borrower has effected an issuance of common Equity Interests after January 24, 2017 but on or prior to May 31, 2017 and that the Borrower has received gross equity issuance proceeds of not less than $300,000,000 from such issuance (which shall promptly notify the Lenders“Equity Raise”), Borrower may from time ; (3) evidence satisfactory to time request an increase in the Revolving Credit Commitments; provided, Administrative Agent that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed merger of a wholly-owned subsidiary of Borrower with and into Seventy Seven Energy Inc. (“Seventy Seven”), with Seventy Seven continuing as the lesser surviving entity and a wholly-owned subsidiary of Borrower, pursuant to that certain Agreement and Plan of Merger, dated December 12, 2016, by and among Borrower, Pyramid Merger Sub, Inc. and Seventy Seven (1the “Seventy Seven Merger”), has been consummated, (b) the Aggregate Maximum Revolving credit facility evidenced by that certain Amended and Restated Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(dAgreement among Seventy Seven, certain of its subsidiaries and affiliates, the lenders party thereto, Xxxxx Fargo Bank, National Association as administrative agent, joint lead arranger, joint lead book runner and co-documentation agent, and Bank of America, N.A. as joint lead arranger, joint lead book runner and co-documentation agent dated as of August 1, 2016, as it may have been amended (the “Seventy Seven Facility”) and (2) the then effective Borrowing Base, all obligations to extend credit thereunder have been terminated and (B) such increase all obligations of the Revolving Credit Commitments shall be obligors (other than (i) obligations with respect to letters of credit so long as such obligations have been cash collateralized in a minimum amount of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At the time of sending such notice, Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase manner and subject to documentation satisfactory to the approval issuers of such letters of credit or such letters of credit have been deemed or otherwise constitute Letters of Credit issued under the Credit Agreement pursuant to documentation satisfactory to the issuers of such letters of credit and the Administrative Agent and (ii) contingent indemnification obligations and other contingent obligations not then due) with respect thereto have been paid in full, and (c) arrangements have been made for the Issuing Bank release of the liens and security interests granted under the Seventy Seven Facility; (which approvals shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to 4) the receipt by the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and Borrower shall determine the effective date (such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor Loan Party dated as of the Commitment Increase Effective Date signed by a Responsible Officer of such Obligor Loan Party (i) certifying and attaching the resolutions adopted by such Obligor Loan Party approving or consenting to such increasethis Agreement and the increase in the Revolving Credit Facility pursuant to Section 2(a) above, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b)2.14 of the Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 7.02 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.016.01 of the Credit Agreement, and (B) no Default or Event exists; provided, that if one certificate that meets the requirements of Default existsthis Section 2(b)(4) and Section 2(b)(4) of the January 2017 Increase Agreement is delivered to the Administrative Agent, such certificate shall satisfy the requirements of this Section 2(b)(4); (5) the receipt by the Administrative Agent of a certificate dated as of the Commitment Increase Date, signed by a Responsible Officer of the Borrower certifying that (A) the Equity Raise has occurred and noting the date such Equity Raise occurred (which date must be no earlier than January 24, 2017 and no later than May 31, 2017) and certifying that the Borrower has received at least $300,000,000 of gross equity issuance proceeds therefrom, (B) the Seventy Seven Merger has been consummated and (C) no Material Adverse Effect shall the Seventy Seven Facility and all obligations to extend credit thereunder have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares been terminated and all obligations of the Lenders arising from any nonratable obligors (other than (i) obligations with respect to letters of credit so long as such obligations have been cash collateralized in a manner and subject to documentation satisfactory to the issuers of such letters of credit or such letters of credit have been deemed or otherwise constitute Letters of Credit issued under the Credit Agreement pursuant to documentation satisfactory to the issuers of such letters of credit and the Administrative Agent and (ii) contingent indemnification obligations and other contingent obligations not then due) with respect thereto have been paid in full; provided, that if one certificate that meets the requirements of this Section 2(b)(5) and Section 2(b)(5) of the January 2017 Increase Agreement is delivered to the Administrative Agent, such certificate shall satisfy the requirements of this Section 2(b)(5); (6) the receipt by the Administrative Agent of an opinion of counsel to the Borrower as to the corporate (or partnership or limited liability company) authorization of the Borrower and the Guarantors of the increase in the Revolving Credit Commitment under this SectionFacility, Borrower shall prepay Loans outstanding which such opinion as to corporate authorization will be substantively in the form delivered on the Closing Date and otherwise in form and substance reasonably acceptable to the Administrative Agent; provided, that if one opinion of counsel that meets the requirements of this Section 2(b)(6) and Section 2(b)(6) of the January 2017 Increase Effective Date and/or Lenders Agreement is delivered to the Administrative Agent, such opinion shall make assignments pursuant to arrangements satisfy the requirements of this Section 2(b)(6); and (7) evidence satisfactory to the Administrative Agent (provided, that of the payment in each case, full by the Borrower shall pay any additional amounts of the upfront fees required pursuant to be paid under Section 5.05). (vi5(b) This Section shall supersede any provisions in Sections 4.05 or 12.04 below. Notwithstanding anything herein to the contrary, if all of the conditions set forth in this Section 2(b) are not satisfied by 5:00 p.m. (Houston, Texas time) on May 31, 2017, then Section 2(b) and the increase in the Aggregate Revolving Credit Commitments contemplated thereby shall be null and void and of no force and effect.

Increase in Revolving Credit Commitments. Any Borrower may, on any Business Day prior to the Revolving Credit Termination Date, (i) Provided there exists no Default request one or Event of Default and subject to more term loans as a separate tranche under this Agreement (each an “Incremental Term Loan” and, collectively, the conditions set forth under clause “Incremental Term Loans”) and/or (vii) below, upon notice to increase the Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase 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 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)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (a) any increase of the aggregate amount of the Revolving Credit Commitments 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 $3,000,000,000 will require the approval of the Required Lenders, (b) any increase of the aggregate amount of the Revolving Credit Commitments (or incurrence of Incremental Term Loans) shall be in a minimum an amount not less than $25,000,000, (c) no Event of $5,000,000, or integral multiples of $1,000,000 in excess thereof. At Default shall have occurred and be continuing at the time of sending the request or on the effective date of the Incremental Loan Facility, and (d) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the effective date of such noticeIncremental Loan Facility (except to the extent the same expressly relate to an earlier date, Borrower (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects). The effective date of the Incremental Loan Facility shall be designated by the Borrowers in consultation with the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall specify the time period within which advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Lender is requested shall have outstanding its Revolver Percentage of Revolving Loans. The U.S. Xxxxxxxx agrees to respond (which shall in no event be less than ten (10) Business Days from the date pay any reasonable expenses of delivery of such notice to the Lenders). (ii) Each Lender shall notify the Administrative Agent within 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 time period whether Commitment Amount Increase or not it agrees one or more persons reasonably acceptable to the Administrative Agent to provide such Incremental Term Loans. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and, if so, whether by or to participate as a Lender in an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period Incremental Term Loan and no Lender’s Revolving Credit Commitment shall be deemed to have declined 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) The Administrative Agent such Incremental Term Loans shall notify 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 Lenders’ responses to applicable Borrower authorizing the request made hereunder. To achieve the full amount of a Incremental Term Loans as may be reasonably requested increase and subject to the approval of by the Administrative Agent Agent; and the Issuing Bank (which approvals v) each Incremental Term Loan shall not be unreasonably withheld), Borrower may also invite additional Persons to become Lenders effected pursuant to a joinder agreement one or more agreements in form and substance satisfactory to the Administrative Agent and its counsel. (iv) If the Aggregate Revolving Credit Commitments are increased in accordance with this Sectionapplicable Borrower executed and delivered by the applicable Borrower, the Administrative Agent and Borrower shall determine the effective date applicable Lenders (which agreement or agreements may, without the consent of any other Lenders effect such date, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly (i) notify Borrower of the final allocation of such increase in the Revolving Credit Commitment and the Increase Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) As a condition precedent amendments to such increase, Borrower shall deliver to the Administrative Agent a certificate of each Obligor dated as of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII this Agreement and the other Loan Documents are true and correct on and as may be necessary or appropriate, in the opinion of the Increase Effective DateAdministrative Agent, except 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 that such representations and warranties specifically refer otherwise permitted hereby or to an earlier date, amend this Agreement in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained manner provided in Section 7.02 shall be deemed 13.13, including to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, provide for additional incurrence of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment under this Section, Borrower shall prepay Loans outstanding Debt hereunder on the Increase Effective Date and/or Lenders shall make assignments pursuant to arrangements satisfactory to the Administrative Agent (provided, that terms described in each case, Borrower shall pay any additional amounts required pursuant to Section 5.05)this paragraph or on other terms. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (i) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) below, upon notice to the Administrative Agent (which shall promptly notify the Lenders), The Borrower may from time to time request an elect to increase in the Revolving Credit Commitments; provided, that (A) the Aggregate Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to Section 2.03(d) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum amount of $5,000,00015,000,000 so long as, or integral multiples after giving effect thereto, the aggregate amount of the Revolving Credit Commitments does not exceed $1,000,000 in excess thereof150,000,000. At The Borrower shall furnish the time Agent with notice of sending any such notice, requested increase (which the Agent will furnish to the Revolving Credit Lenders) and 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 (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders). (ii) . Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Commitment Percentage Share 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 (iiieach 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 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) The Administrative Agent each Augmenting Revolving Credit Lender, shall notify Borrower of the Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and be subject to the approval of the Administrative Borrower, Issuing Banks, and the Agent (such approval by the Agent and the Issuing Bank (which approvals shall Banks not to be unreasonably withheld)) and (ii) (x) in the case of an Increasing Revolving Credit Lender, the Borrower may also invite additional Persons to become Lenders pursuant to a joinder and such Increasing Revolving Credit Lender execute an agreement substantially in the form of Exhibit 2.11(A) hereto, and substance satisfactory to (y) in the Administrative Agent case of an Augmenting Revolving Credit Lender, the Borrower and its counsel. (ivsuch Augmenting Revolving Credit Lender execute an agreement substantially in the form of Exhibit 2.11(B) If the Aggregate hereto. Increased and new Revolving Credit Commitments are increased in accordance with created pursuant to this Sectionclause shall become effective on the date agreed by the Borrower, the Administrative Agent and Borrower shall determine the effective date (such date, approval by the “Increase Effective Date”Agent not to be unreasonably withheld) and the final allocation of such increase. The Administrative relevant Increasing Revolving Credit Lender(s) or Augmenting Revolving Credit Lender(s); and, the Agent shall promptly (i) notify Borrower of each Revolving Credit Lender thereof. Notwithstanding the final allocation of such 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 the Required Lenders) and the Increase Effective DateAgent shall have received a certificate to that effect dated such date and executed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower (or the waiver thereof executed by the Required Lenders), and (ii) notify each Lender of its the Agent shall have received Revolving Credit Commitment as Notes reflecting the increase of the Increase Effective Date. (vRevolving Credit Commitments and documents consistent with those delivered by the Loan Parties under Section 6.01(b) As a condition precedent to such increase, Borrower shall deliver as to the Administrative Agent a certificate of each Obligor dated as corporate power and authority of the Increase Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting Borrower to such increase, and (ii) in the case of Borrower, certifying that, before and borrow hereunder after giving effect to such increase, (A) . On the representations and warranties contained in Article VII and the other Loan Documents are true and correct on and as effective date of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.03(b), the representations and warranties contained in Section 7.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, (B) no Default or Event of Default exists, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the Revolving Credit Commitment Commitments, (i) each Increasing Revolving Credit Lender and Augmenting Revolving Credit Lender shall make available to the Agent, for the benefit of the other Revolving Credit Lenders, such amounts in immediately available funds as the 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 Revolving Credit Lenders, each Revolving Credit Lender’s portion of the outstanding Revolving Credit Loans of all the Revolving Credit 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 Revolving Credit Lender(s) or Augmenting Revolving Credit Lender(s), 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 subject to indemnification by the Borrower pursuant to the provisions of Section 4.06(b) if the deemed payment occurs other than on the last day of the related Interest Periods. Upon the request of the Agent, the Borrower shall execute and deliver to Agent for the benefit of the Revolving Credit 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 amendments hereto, and each of the Lenders and each of the Loan Parties hereby provides its consent hereto and thereto and each Lender hereby authorizes the Agent, and each Loan Party hereby authorizes the Borrower, to 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. Neither the Agent or any Lender shall have any obligation to provide any additional credit, commitment, or loan under this SectionSection 2.11 nor shall the Agent or any Lender have any obligation to arrange any such additional credit, Borrower shall prepay Loans outstanding on commitment, or loan. In consideration of any increase in the Increase Effective Date and/or Lenders shall make assignments pursuant Revolving Credit Commitments and as a condition to arrangements satisfactory to the Administrative Agent (provided, that in each caseany such increase, Borrower shall pay any additional amounts required pursuant to Section 5.05such fees as are mutually agreed upon by Agent, Borrower, and the applicable Increasing Revolving Credit Lender(s) and Augmenting Revolving Credit Lender(s); such fees shall be based on market conditions prevailing at the time of such increase for similar syndicated credit transactions with similarly situated Loan Parties. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.

Increase in Revolving Credit Commitments. (ia) Provided there exists no Default or Event of Default and subject to the conditions set forth under clause (v) below, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrower the Company may from time to time request an increase in the Revolving Credit Commitments; provided, that (A) the Aggregate additional Revolving Credit Commitments shall not at any time exceed the lesser of (1) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions thereof pursuant to any Commitment Increase and Joinder Agreement, on one or more occasions, after the Third Amendment Effective Date, by an aggregate amount not to exceed $1,500,000,000. Each such addition under this Section 2.03(d2.15(a) and (2) the then effective Borrowing Base, and (B) such increase of the Revolving Credit Commitments shall be in a minimum an aggregate amount of $5,000,000, 5,000,000 or integral multiples any whole multiple of $1,000,000 in excess thereof. . (b) Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made, at the option of the Company, by either (i) increasing the Revolving Credit Commitments with the same terms (including pricing and currency) as the existing Revolving Credit Commitments or (ii) creating a new tranche of the Revolving Credit Facility with the Additional Revolving Credit Commitments of Lenders willing to fund in an Additional Alternative Currency pursuant to which Revolving Credit Loans under such new tranche may be denominated in such Additional Alternative Currency. (c) At the time of the sending such noticeof notice requesting additional Revolving Credit Commitments, Borrower the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). (ii) . Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its provide an additional Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Pro Rata Share of such requested increaseincrease (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to increase its provide an additional Revolving Credit Commitment. (iii) . The Administrative Agent shall notify Borrower the Company and each Lender of the Lenders’ responses to the each request made hereunder. To achieve the full amount of a requested increase and subject to increase, the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), Borrower Company may also invite additional Persons Eligible Assignees to become Lenders Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counselcounsel (each, a “Commitment Increase and Joinder Agreement”). (ivd) If the Aggregate any Revolving Credit Commitments are increased added in accordance with this SectionSection 2.15, the Administrative Agent and Borrower the Company shall determine the effective date (such date, the “Increase Additional Commitments Effective Date”) and the final allocation of such increaseaddition. The Administrative Agent shall promptly (i) notify Borrower the Company and the Lenders of the final allocation of such increase in the Revolving Credit Commitment addition and the Increase Additional Commitments Effective Date, and (ii) notify each Lender of its Revolving Credit Commitment as of the Increase Effective Date. (v) . As a condition precedent to such increaseaddition, Borrower the Company shall deliver to the Administrative Agent a certificate of each Obligor the Company dated as of the Increase Additional Commitments Effective Date signed by a Responsible Officer of such Obligor (i) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (ii) in the case of Borrower, Company certifying that, before and after giving effect to such increase, (Ai) the representations and warranties contained in Article VII and the other Loan Documents 5 are true and correct in all material respects on and as of the Increase Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.03(b2.15(d), the representations and warranties contained in Section 7.02 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 8.01, 6.01 and (Bii) no Default exists before or Event of Default existsafter giving effect to such addition. (e) On each Additional Commitments Effective Date, and (C) no Material Adverse Effect shall have occurred. To the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares of the Lenders arising from any nonratable increase in the each Lender or Eligible Assignee which is providing an additional Revolving Credit Commitment under shall become a “Revolving Credit Lender” for all purposes of this Section, Borrower shall prepay Loans outstanding on Agreement and the Increase Effective Date and/or Lenders shall make assignments pursuant other Loan Documents with a Revolving Credit Commitment that is increased by (in the case of an existing Revolving Credit Lender) or equal to arrangements satisfactory to (in the Administrative Agent (provided, that in each case, Borrower shall pay any case of a new Revolving Credit Lender) such additional amounts required pursuant to Section 5.05)Revolving Credit Commitment. (vi) This Section shall supersede any provisions in Sections 4.05 or 12.04 to the contrary.