Common use of Increase of Revolving Commitments Clause in Contracts

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request an increase of the aggregate amount of the Commitments: (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000; (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (i) no Default shall have occurred and be continuing and (ii) the aggregate amount of the Commitments shall not previously have been increased more than two times pursuant to this Section 2.19. Each Lender, in its sole and absolute discretion, shall determine whether it will increase its Commitment. If one or more of the Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower, and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $10,000,000 and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed pursuant to this Section 2.19.

Increase of Revolving Commitments. By written notice sent (i) At any time and from time to time prior to the expiration of the Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, Lufkin may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding $225,000,000 minus any reductions in the Revolving Commitments pursuant to Section 2.08(b), provided that (i) Lufkin shall deliver to the Administrative Agent a Commitment Increase Notice in substantially the form of Exhibit J hereto (which a “Commitment Increase Notice”) at least fifteen (15) Business Days prior to such increase to the Administrative Agent and each existing Revolving Lender, (ii) each existing Revolving Lender shall promptly distribute have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Commitments by giving written notice of such election to Lufkin and the Administrative Agent within ten (10) Business Days after receipt of a notice from Lufkin as above described and, provided that no existing Revolving Lender exercises such election, Lufkin may elect to add a new Revolving Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Revolving Lenders shall be subject to the Lendersterms and provisions of Section 9.04 as if such new Revolving Lenders were acquiring an interest in the Revolving Loans by assignment from an existing Revolving Lender (to the extent applicable, i.e., required approvals, minimum amounts and the like), (v) Lufkin shall execute and deliver such additional or replacement Revolving Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Borrower may request an Administrative Agent, any new Revolving Lender or any Revolving Lender which is increasing its Commitment, (vi) no Revolving Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments: , (ivii) the Administrative Agent shall have no obligation to arrange, find or locate any Revolving Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, (viii) such option to increase the Revolving Commitments may only be exercised once, and (ix) the consent of the Revolving Lenders shall be required for any increase of the Revolving Commitments (such consent to be given or denied in their sole discretion and subject to such terms as they may then require). Lufkin shall be required to pay (or to reimburse each applicable Revolving Lender for) any breakage costs incurred by an aggregate amount equal any Revolving Lender in connection with the need to reallocate existing Revolving Loans among the Revolving Lenders following any increase in the Revolving Commitments pursuant to this provision. Except for fees provided in Section 2.13 or as may otherwise be agreed by Lufkin and any applicable Revolving Lender, Lufkin shall not be required to pay any upfront or other fees or expenses to any integral multiple of $5,000,000 but no less than $10,000,000; existing Revolving Lenders, new Revolving Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments. (ii) Any such Commitment Increase Notice must offer each Revolving Lender the opportunity to subscribe for its Applicable Percentage of the increased Revolving Commitments. If any portion of the increased Revolving Commitments is not subscribed for by an aggregate amount up the Revolving Lenders within ten (10) Business Days following Borrower’s delivery of the Commitment Increase Notice to $150,000,000; the Administrative Agent and each existing Revolving Lender, Lufkin may, in its sole discretion, but subject to the consent of the Administrative Agent and the Issuing Bank (iiiwhich consent shall not be unreasonably conditioned, delayed or withheld) as to an amount any Person that is not at such time a Revolving Lender, offer to exceed $500,000,000; provided that (iany existing Revolving Lender or to one or more additional banks or financial institutions the opportunity to acquire such unsubscribed portion of the increased Revolving Commitments pursuant to Section 2.01(c)(iii) no Default shall have occurred and be continuing and (ii) or Section 2.01(c)(iv), as applicable, to increase the aggregate amount of Revolving Commitments to $225,000,000. (iii) Any bank or financial institution (that is not a Revolving Lender or its Affiliate) that Lufkin selects to offer participation in the increased Revolving Commitments and that elects to obtain a Revolving Commitment shall not previously have been increased more than two times pursuant execute a New Lender Acceptance with Lufkin and the Administrative Agent, whereupon such bank or financial institution (a “New Revolving Lender”) shall become a Revolving Lender for all purposes and to the same extent as if originally a Revolving Lender and shall be bound by and entitled to the benefits of this Agreement, and this Agreement shall be deemed to be amended to add the New Revolving Lender as a Revolving Lender and the definition of Revolving Commitment in Section 2.19. Each 1.01 shall be deemed amended to add the name and Revolving Commitment of such New Revolving Lender, provided that the Revolving Commitment of any such New Revolving Lender shall be in its sole an amount not less than $5,000,000 unless Lufkin and absolute discretion, shall determine whether the Administrative Agent otherwise consent. (iv) Any Revolving Lender that accepts an offer to it will by Lufkin to increase its Commitment. If one or more of the Lenders will not be increasing its Revolving Commitment pursuant to this Section 2.01(c) shall, in each case, execute a Commitment Increase Agreement with Lufkin and the Administrative Agent, whereupon such request, then, with notice Revolving Lender shall be bound by and entitled to the Administrative Agent and benefits of this Agreement with respect to the other Lenders, another one or more financial institutions, each full amount of its Revolving Commitment as approved by the Borrowerso increased, and the Administrative Agent definition of Revolving Commitment in Section 1.01 shall be deemed to be amended to so increase the Revolving Commitment of such Revolving Lender. (v) On the effective date of an Acceptance, the applicable New Revolving Lender, or the effectiveness of a Commitment Increase Agreement, the applicable Revolving Lender, as the case may be (the “New LenderRe-Allocation Date”), may commit to provide will acquire LC Exposure described under clause (b) of the definition of LC Exposure in an amount equal to the aggregate amount percentage of the requested all such outstanding LC Exposures that such Person’s increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the in Revolving Commitment of each New Lender shall be at least $10,000,000 and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, occurring on the effective date of Re-Allocation Date bears to all Revolving Commitments in effect on the Increased Commitment SupplementRe-Allocation Date, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the and each other Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender shall be deemed to sell to such New Revolving Lender or Lenders, as the case may be, such other Lender’s pro rata share of such outstanding LC Exposure acquired hereunder by such New Revolving Lender or Lenders. All Revolving Loans (including conversions or continuations of Revolving Loans) made by each Revolving Lender, and LC Exposure purchased by each Revolving Lender, shall be a purchase of a corresponding pro rata to each Revolving Lender based on its respective Revolving Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Revolving Lender making an aggregate principal amount of the Revolving Loans in excess of its Revolving Commitment, in which case such excess amount will be allocated to, and made by, such New Revolving Lender and/or Lenders with such increased Revolving Commitments to the extent of, and pro rata based on, their respective Revolving Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Revolving Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless Lufkin elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Revolving Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (vi) Notwithstanding anything to the contrary in this Section 2.01(c), no Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do not agree have any obligation to increase their Commitments can not be reduced or otherwise changed pursuant its Revolving Commitment unless it agrees to this Section 2.19do so in its sole discretion.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower Borrowers may request an increase of the aggregate amount of the Commitments: Revolving Commitments (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no and not less than $10,000,000; 10,000,000 and (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000200,000,000; provided that (i) no Default shall have occurred and be continuing and continuing, (ii) the aggregate amount of the Aggregate Revolving Commitments shall not previously have been reduced, nor shall the Borrowers have given notice of any such reduction under Section 2.08(b), and (iii) the Aggregate Revolving Commitments shall not be increased more than two times pursuant to this Section 2.19. Each Lender, 2.19 more than three (3) times nor to an aggregate amount in its sole and absolute discretion, shall determine whether it will increase its Commitmentexcess of $800,000,000. If one or more of the Revolving Lenders will is not be increasing its Revolving Commitment pursuant to such requestCommitment, then, with notice to the Administrative Agent and the other Revolving Lenders, another one or more financial institutions, each as approved by the Borrower, Company and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”)Revolving Lenders; provided, that the Revolving Commitment of each New Lender shall be at least $10,000,000 5,000,000 and the maximum number of New Lenders shall be five three (53). The amount of the increase in Revolving Commitments pursuant to this Section 2.19 is herein called the “Increase Amount”. Upon receipt of notice from the Administrative Agent to the Revolving Lenders and the Borrower Company that the Revolving Lenders, or sufficient Revolving Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower Company shall agree, which shall be at least $5,000,000 10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the BorrowerBorrowers, the Administrative Agent and the Lenders willing to increase their respective Revolving Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. D. If all existing Revolving Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the forgoingforegoing, on the effective date of the Increased Commitment Supplement, Supplement the Revolving Lenders shall make advances among themselves (either directly or through the Administrative Agent) themselves, such advances to be in amounts sufficient so that after giving effect thereto thereto, the Revolving Loans will shall be held by the Lenders, Revolving Lenders pro rata in accordance with according to their respective Revolving Commitments. Any The advances made by a Revolving Lender under this Section 2.19 by a Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of one or more of the Lender or Revolving Lenders who shall receive such received the advances. The Revolving Commitments of the Revolving Lenders who do not agree to increase their Revolving Commitments can cannot be reduced or otherwise changed pursuant to this Section 2.19. No Revolving Lender is obligated to increase its Revolving Commitment under the provisions of this Section 2.19.

Increase of Revolving Commitments. By written notice sent (a) The Borrower shall have the right, at any time and from time to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may time request an increase of the aggregate Revolving Commitments by notice to the Administrative Agent in writing of the amount of the Commitments: such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than each such increase shall be at least $10,000,000; , (ii) by an aggregate amount up the cumulative increase in Revolving Commitments after the Closing Date pursuant to this Section 2.25 (Increase of Revolving Commitments) shall not exceed $150,000,000; 1,000,000,000 without the approval of the Required Lenders, and (iii) to an amount the Revolving Commitment of any Lender may not to exceed $500,000,000; provided that be increased without such ▇▇▇▇▇▇’s consent and (iiv) no Default or Event of Default shall have occurred and be continuing and on the effective date of such Commitment Increase Notice. Following any Commitment Increase Notice, the Borrower may, in its sole discretion, offer to any Eligible Assignee (iiwith a copy to the Administrative Agent) the aggregate amount opportunity to participate in all or a portion of the increased Revolving Commitments shall not previously have been increased more than two times pursuant to paragraph (c) or (d) below, as applicable. (b) Any Lender that accepts an offer to it by the Borrower to increase its Revolving Commitments pursuant to this Section 2.19. Each Lender2.25 (Increase of Revolving Commitments) shall, in its sole each case, execute a Commitment Increase Agreement with the Borrower and absolute discretionthe Administrative Agent, whereupon such Lender shall determine whether it will increase its Commitment. If one or more be bound by and entitled to the benefits of this Agreement with respect to the Lenders will not be increasing full amount of its Revolving Commitment pursuant as so increased, and the definition of Revolving Commitment in Section 1.1 (Definitions) hereof shall be deemed to be amended to reflect such request, then, with increase. No Lender shall have any obligation whatsoever to agree to increase its Revolving Commitment. Each Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (c) Any Eligible Assignee (other than a Lender) that accepts an offer to it by the Borrower to participate in the increased Revolving Commitments shall execute and deliver to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrowera New Lender Agreement setting forth its Revolving Commitment, and upon the Administrative Agent effectiveness of such New Lender Agreement, such bank or financial institution (a “New Lender”), may commit to provide an amount equal ) shall become a Lender for all purposes and to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender same extent as if originally a party hereto and shall be at least $10,000,000 bound by and entitled to the benefits of this Agreement, and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender signature pages hereof shall be deemed to be a purchase amended to add the name of a corresponding amount such New Lender and the definition of Revolving Commitment in Section 1.1 (Definitions) shall be deemed amended to increase the aggregate Revolving Loans of the Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do by the Revolving Commitment of such New Lender, provided that, the Revolving Commitment of any New Lender shall be an amount not agree less than $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. (d) Once a Commitment Increase Agreement or New Lender Agreement has been executed by the applicable Eligible Assignee and delivered to increase their Commitments can not be reduced the Administrative Agent (and countersigned or otherwise changed acknowledged in writing by the Borrower), the Administrative Agent shall reflect the increases in the Revolving Commitments effected by such agreements by appropriate entries in the Register. (e) Upon and after the effective date of any increase in the Revolving Commitments pursuant to this Section 2.192.25 (Increase of Revolving Commitments) (the “Re-Allocation Date”), additional Loans shall be made pro rata based on the respective Revolving Commitments of the Lenders in effect on or after such Re-Allocation Date, and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan, on the date of such increase based on the respective Revolving Commitments in effect prior to the Re-Allocation Date, and the making of new Loans of the same Type pro rata based on the respective Revolving Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Term SOFR Loans, such Term SOFR Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Term SOFR Loans will be paid thereon to the respective Lenders holding such Term SOFR Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Revolving Commitments. By written notice sent From and including the Closing Date to but excluding the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders)Revolving Termination Date, the Borrower may request an increase of the aggregate amount of the CommitmentsRevolving Commitments by an aggregate amount: (i) by an aggregate amount equal to any integral multiple of Five Million Dollars ($5,000,000 but no 5,000,000) and not less than Five Million Dollars ($10,000,000; 5,000,000) and (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed the sum of Fifty Million Dollars ($500,000,00050,000,000); provided provided, that (i) no Default shall have occurred and be continuing and on the effective date of the increase; (ii) the aggregate amount Revolving Commitments shall not have been reduced under this Section 2.6 (but may have been reduced pursuant to Section 4.4(b)(ii)), nor shall Borrower have given notice of any such reduction under Section 2.6(a), (iii) the Revolving Commitments shall not previously have been increased more than two times pursuant to this Section 2.19. Each Lender2.6(b) on more than four (4) occasions, in its sole and absolute discretion, (iv) no Bank shall determine whether it will have any obligation to increase its CommitmentRevolving Commitment unless it is a party to an Increased Commitment Supplement. If The increase in the Revolving Commitments under this Section 2.6(b) may be accomplished by one or more of the Lenders will not be Banks increasing its their respective Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Lenders, another Commitments or by one or more financial institutions, Persons being added as “Banks” hereunder (each as approved by the Borrower, and the Administrative Agent (a “New LenderBank”), may commit to provide an amount equal to the aggregate amount ) or by a combination of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”)foregoing; provided, that the Revolving Commitment of each New Lender Bank shall be at least Five Million Dollars ($10,000,000 5,000,000) and the maximum number of New Lenders Banks shall be five four (54). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided Provided that no Default exists at such time or after giving effect to the requested increase, an increase in the Borrower, Revolving Commitments made in accordance with this Section 2.6(b) shall become effective on the Administrative date Agent receives a properly completed Increased Commitment Supplement executed by Borrower and the Lenders Banks willing to increase their respective Revolving Commitments and the New Lenders Banks (if any) ). Agent shall promptly execute and deliver an any Increased Commitment Supplement (herein so calleddelivered in accordance with this Section 2.6(b) in and deliver a copy thereof to the form attached hereto as Exhibit E. other Banks. If all existing Lenders Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to To remedy the forgoingforegoing, on upon the effective date of the Increased Commitment Supplement, the Lenders Banks shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the LendersBanks, pro rata in accordance with their respective Commitmentsthe Commitment Percentages. Any advances made under this Section 2.19 2.6(b) by a Lender Bank shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender Bank or Lenders Banks who shall receive such advances. The Revolving Commitments of the Lenders Banks who do not agree to increase their Revolving Commitments can not be reduced or otherwise changed pursuant to this Section 2.192.6(b).

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request an increase of the aggregate amount of the Revolving Commitments: (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000; and (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,00050,000,000; provided that (i) no Default shall have occurred and be continuing and (ii) the aggregate amount of the Revolving Commitments shall not previously have been increased more than two times pursuant to this Section 2.19. Each Lender, in its sole and absolute discretion, shall determine whether it will increase its Revolving Commitment. If one or more of the Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower, Borrower and the Administrative Agent (a “"New Lender”"), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “"Increase Amount”"); provided, that the Revolving Commitment of each New Lender shall be at least $10,000,000 5,000,000 and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Revolving Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. C. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment SupplementSupplement the Borrower shall request a borrowing hereunder which shall be made only by the Lenders who have increased their Revolving Commitment and, if applicable, the New Lenders. The proceeds of such borrowing shall be utilized by the Borrower to repay the outstanding Revolving Loans of Lenders shall make advances among themselves (either directly or through the Administrative Agent) who did not agree to increase their Revolving Commitments, such borrowing and repayments to be in amounts sufficient so that after giving effect thereto thereto, the Revolving Loans will shall be held by the Lenders, Lenders pro rata in accordance with according to their respective Revolving Commitments. Any advances made under this Section 2.19 by a Lender shall be deemed to be a purchase of a corresponding amount of the The Revolving Loans of the Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do not agree to increase their Revolving Commitments can not be reduced or otherwise changed pursuant to this Section 2.19.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request an increase of the aggregate amount of the Commitments: Revolving Commitments (ieach such increase, the "Increase Amount") by provided that (a) each Increase Amount shall be in an aggregate amount equal to any integral multiple of $5,000,000 but no and not less than $10,000,000; 5,000,000, (iib) by an the aggregate amount up to of all Increase Amounts permitted under this Section 2.20 shall not exceed $150,000,00025,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (ic) no Default shall have occurred and be continuing and (ii) the aggregate amount of the Commitments shall not previously have been increased more than two times pursuant to this Section 2.19. Each Lender, in its sole and absolute discretion, shall determine whether it will increase its Commitmentcontinuing. If one or more of the existing Lenders will chooses not be increasing to increase its Revolving Commitment pursuant to such requestCommitment, then, with then by notice to the Administrative Agent and the other LendersAgent, another any one or more new financial institutions, each as approved consented to (such consent not to be unreasonably withheld) by the Borrower, Borrower and the Administrative Agent (each such financial institution, a “"New Lender”"), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $10,000,000 and the maximum number of New Lenders shall be five (5)Lenders. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the existing Lenders, or sufficient existing Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increaseIncrease Amount, the Borrower, the Administrative Agent and the existing Lenders willing to increase their respective Revolving Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. Supplement. If all existing Lenders shall not have provided their pro rata portion of the requested increaseIncrease Amount, then after giving effect to the requested increase Increase Amount the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective CommitmentsApplicable Percentages. Any advances made under this Section 2.19 2.20 by a Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders who shall receive such advances. The Revolving Commitments of the Lenders who do not agree to increase their Revolving Commitments can not be reduced or otherwise changed pursuant to this Section 2.192.20.

Increase of Revolving Commitments. By written notice sent (a) The Borrower shall have the right, at any time and from time to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may time request an increase of the aggregate Revolving Commitments by notice to the Senior Facility Agent in writing of the amount of the Commitments: such proposed increase (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000such notice, a “Commitment Increase Notice”); (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the cumulative increase in Revolving Commitments after the Closing Date pursuant to this Section 2.21 shall not exceed $1,000,000,000 without the approval of the Required Lenders, (iii) the Revolving Commitment of any Lender may not be increased without such ▇▇▇▇▇▇’s consent and (iv) no Default or Event of Default shall have occurred and be continuing and (ii) on the aggregate amount effective date of such Commitment Increase Notice. Following any Commitment Increase Notice, the Commitments shall not previously have been increased more than two times pursuant to this Section 2.19. Each LenderBorrower may, in its sole and absolute discretion, shall determine whether it will increase its Commitment. If one offer to any Eligible Assignee (with a copy to the Senior Facility Agent) the opportunity to participate in all or more a portion of the Lenders will not be increasing increased Revolving Commitments pursuant to paragraph (b) or (c) below, as applicable. (b) Any Lender that accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to this Section 2.21 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Senior Facility Agent, whereupon such request, then, with notice Lender shall be bound by and entitled to the Administrative Agent and benefits of this Agreement with respect to the other Lenders, another one or more financial institutions, each full amount of its Revolving Commitment as approved by the Borrowerso increased, and the Administrative definition of “Revolving Commitment” in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. No Lender shall have any obligation whatsoever to agree to increase its Revolving Commitment. Each Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Senior Facility Agent at the same time as that of all other increasing Lenders. (c) Any Eligible Assignee (other than a Lender) that accepts an offer to it by the Borrower to participate in the increased Revolving Commitments shall execute and deliver to the Senior Facility Agent a New Lender Agreement (a “New Lender Agreement”), in substantially the form attached hereto as Exhibit D, setting forth its Revolving Commitment, and upon the effectiveness of such New Lender Agreement, such Eligible Assignee (a “New Lender”), may commit to provide an amount equal ) shall become a Lender for all purposes and to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender same extent as if originally a party hereto and shall be at least $10,000,000 bound by and entitled to the benefits of this Agreement, and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender signature pages hereof shall be deemed to be a purchase amended to add the name of a corresponding amount such New Lender and the definition of “Revolving Commitment” in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Revolving Loans of the Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do by the Revolving Commitment of such New Lender, provided that the Revolving Commitment of any New Lender shall be an amount not agree to less than $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Senior Facility Agent at the same time as that of all other New Lenders. (d) Once a Commitment Increase Agreement or New Lender Agreement becomes effective, the Senior Facility Agent shall reflect the increases in the Revolving Commitments effected by such agreements by appropriate entries in the Register. (e) Upon and after the effective date of any increase their in the Revolving Commitments can not be reduced or otherwise changed pursuant to this Section 2.192.21 (the “Re-Allocation Date”), additional Revolving Loans shall be made pro rata based on the respective Revolving Commitments of the Lenders in effect on or after such Re-Allocation Date, and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan, on the date of such increase based on the respective Revolving Commitments in effect prior to the Re-Allocation Date, and the making of new Loans of the same Type pro rata based on the respective Revolving Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Term SOFR Loans, such Term SOFR Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Term SOFR Loans will be paid thereon to the respective Lenders holding such Term SOFR Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Revolving Commitments. By written notice sent From and including May 4, 2004 to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders)but excluding May 31, the 2005, Borrower may request an increase of the aggregate amount of the CommitmentsRevolving Commitments by an aggregate amount: (i) by an aggregate amount equal to any integral multiple of Five Million Dollars ($5,000,000 but no 5,000,000) and not less than Five Million Dollars ($10,000,000; 5,000,000) and (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed the sum of Thirty Million Dollars ($500,000,00030,000,000); provided provided, that (i) no Default shall have occurred and be continuing and on the effective date of the increase; (ii) the aggregate amount Revolving Commitments shall not have been reduced under this Section 2.6 (but may have been reduced pursuant to Section 5.4(b)(ii)), nor shall Borrower have given notice of any such reduction under Section 2.6(a), (iii) the Revolving Commitments shall not previously have been increased more than two times pursuant to this Section 2.19. Each Lender2.6(b) on more than four (4) occasions, in its sole and absolute discretion, (iv) no Bank shall determine whether it will have any obligation to increase its CommitmentRevolving Commitment unless it is a party to an Increased Commitment Supplement. If The increase in the Revolving Commitments under this Section 2.6(b) may be accomplished by one or more of the Lenders will not be Banks increasing its their respective Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Lenders, another Commitments or by one or more financial institutions, Persons being added as “Banks” hereunder (each as approved by the Borrower, and the Administrative Agent (a “New LenderBank”), may commit to provide an amount equal to the aggregate amount ) or by a combination of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”)foregoing; provided, that the Revolving Commitment of each New Lender Bank shall be at least Five Million Dollars ($10,000,000 5,000,000) and the maximum number of New Lenders Banks shall be five four (54). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided Provided that no Default exists at such time or after giving effect to the requested increase, an increase in the Borrower, Revolving Commitments made in accordance with this Section 2.6(b) shall become effective on the Administrative date Agent receives a properly completed Increased Commitment Supplement executed by Borrower and the Lenders Banks willing to increase their respective Revolving Commitments and the New Lenders Banks (if any) ). Agent shall promptly execute and deliver an any Increased Commitment Supplement (herein so calleddelivered in accordance with this Section 2.6(b) in and deliver a copy thereof to the form attached hereto as Exhibit E. other Banks. If all existing Lenders Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to To remedy the forgoingforegoing, on upon the effective date of the Increased Commitment Supplement, the Lenders Banks shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the LendersBanks, pro rata in accordance with their respective Commitmentsthe Commitment Percentages. Any advances made under this Section 2.19 2.6(b) by a Lender Bank shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender Bank or Lenders Banks who shall receive such advances. The Revolving Commitments of the Lenders Banks who do not agree to increase their Revolving Commitments can not be reduced or otherwise changed pursuant to this Section 2.192.6(b). Section 2.4. Amendment to Section 2.6(c)

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Revolving Lenders), the Borrower may request an increase of the aggregate amount of the Revolving Commitments: (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000; and (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000100,000,000; provided that (i) no Default shall have occurred and be continuing and (ii) the aggregate amount of the Revolving Commitments shall not previously have been increased more than two four times pursuant to this Section 2.192.21. Each Revolving Lender, in its sole and absolute discretion, shall determine whether it will increase its Revolving Commitment. If one or more of the Revolving Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Revolving Lenders, another one or more financial institutions, each as approved by the Borrower, Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Revolving Lenders (the “Increase Amount”); provided, that the Revolving Commitment of each New Lender shall be at least $10,000,000 5,000,000 and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Revolving Lenders, or sufficient Revolving Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Revolving Lenders willing to increase their respective Revolving Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. C. If all existing Revolving Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the forgoingforegoing, on the effective date of the Increased Commitment Supplement, Supplement the Revolving Lenders shall make advances among themselves (either directly or through the Administrative Agent) themselves, such advances to be in amounts sufficient so that after giving effect thereto thereto, the Revolving Loans will shall be held by the Lenders, Revolving Lenders pro rata in accordance with according to their respective Revolving Commitments. Any The advances made by a Revolving Lender under this Section 2.19 by a Lender 2.21 shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of one or more of the Lender or Revolving Lenders who shall receive such received the advances. The Revolving Commitments of the Revolving Lenders who do not agree to increase their Revolving Commitments can not be reduced or otherwise changed pursuant to this Section 2.192.21.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request an increase of the aggregate amount of the Commitments: (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000; (ii) by an aggregate amount up to $150,000,000100,000,000; and (iii) to an amount not to exceed $500,000,000400,000,000; provided that (i) no Default shall have occurred and be continuing and (ii) the aggregate amount of the Commitments shall not previously have been increased more than two three times pursuant to this Section 2.19. Each Lender, in its sole and absolute discretion, shall determine whether it will increase its Commitment. If one or more of the Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower, and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $10,000,000 and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. D. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed pursuant to this Section 2.19.

Increase of Revolving Commitments. By written (a) Upon notice sent to the Administrative Agent (which the Administrative Agent who shall promptly distribute to notify the Lenders), the Borrower may Borrowers may, from time to time, request an increase in the aggregate Revolving Commitments of the Lenders up to an aggregate of $200,000,000; provided that any such increase in the aggregate Revolving Commitments of the Lenders shall be in increments of $25,000,000. Any increase in the Revolving Commitments pursuant to this Section 2.1.7 is subject to approval by the Agent. At the time of sending the notice referred to in the first sentence of this clause (a), the Borrowers (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Agent and shall indicate whether or not such Lender agrees to increase its Revolving Commitment and, if so, whether by an amount equal to or less than its Pro Rata amount of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment. The Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also (i) request that one or more other Lenders, in their sole and absolute discretion, nonratably increase their Revolving Commitment(s), (ii) and/or invite additional Persons to become Lenders under the terms of this Agreement. (b) If any Revolving Commitments are increased in accordance with this Section, the Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). The Agent and the Borrowers shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower Agent shall deliver to the Agent an Officer’s Certificate, dated as of the Increase Effective Date (in sufficient copies for each Lender) (i) certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such increase, (ii) certifying that before and after giving effect to such increase, the representations and warranties contained in Section 9 are true and correct on and as of the Increase Effective Date and no Default or Event of Default exists, and (iii) certifying that the aggregate amount of the Revolving Commitments: (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000; (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (i) no Default shall have occurred and be continuing and (ii) the aggregate amount of the Commitments shall not previously have been increased more than two times pursuant to this Section 2.19. Each Lender, in its sole and absolute discretion, shall determine whether it will increase its Commitment. If one or more of the Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower, and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $10,000,000 and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested such increase, as of the BorrowerIncrease Effective Date may be borrowed hereunder and will not constitute a default or event of default under the Indentures or give rise to or result in any Lien other than a Permitted Lien, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any. In connection with any such increase, on request of the Agent the Borrowers shall deliver such agreements or other documents, including without limitation a modification of any Mortgage, as the Agent deems appropriate to continue evidencing and perfecting its Lien on any Collateral. The Borrowers shall pay any commitment fees and other expenses incurred in connection with any such increase and shall prepay any LIBOR Revolving Loans outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to Section 3.9) shall execute and deliver an Increased Commitment Supplement (herein so called) to the extent necessary to keep outstanding LIBOR Revolving Loans ratable with any revised Pro Rata percentages arising from any nonratable increase in the form attached hereto as Exhibit E. If all existing Lenders Revolving Commitments under this Section. (c) This Section shall not have provided their pro rata portion of the requested increase, then after giving effect supersede any provisions in Section 14.1 to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed pursuant to this Section 2.19contrary.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the LendersRevolving Banks), the Borrower Carlisle may request from time to time an increase of the aggregate amount of the Commitments: (i) Revolving Commitments by an aggregate amount equal to any integral multiple of $5,000,000 but no and not less than $10,000,000; (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (i) no Default shall have occurred and be continuing and continuing, (ii) the aggregate amount of the Revolving Commitments shall not previously have been reduced, nor shall Carlisle have given notice of any such reduction under Section 2.10, (iii) the aggregate amount of the Revolving Commitments cannot be increased more than two times pursuant to this Section 2.192.18 more than three (3) times; and (iv) at no time shall the aggregate amount of the Revolving Commitments plus the Dollar Amount of the outstanding principal amount of the Term Loans exceed $1,500,000,000 in the aggregate. Each Lender, No Revolving Bank shall have any obligation to increase its Revolving Commitment. A Revolving Bank’s decision whether to increase its Revolving Commitment under this Section 2.18 if it is requested to do so shall be made in its such Revolving Bank’s sole and absolute discretion, discretion and any failure to respond to a request shall determine whether be deemed to be a decision by such Revolving Bank that it will not increase its Revolving Commitment. If one or more of the Lenders will Revolving Banks is not be increasing its Revolving Commitment pursuant to such requestCommitment, then, with notice to the Administrative FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 51 3ACTIVE 221393034 Agent and the other LendersRevolving Banks, another one or more financial institutions, each as approved by the Borrower, Co-Borrowers and the Administrative Agent (a “New LenderBank”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders Revolving Banks (the “Increase Amount”); provided, that the Revolving Commitment of each New Lender Bank shall be at least $10,000,000 5,000,000 and the maximum number of New Lenders Banks shall be five three (53). Upon receipt of notice from the Administrative Agent to the Lenders Revolving Banks and the Borrower Carlisle that the LendersRevolving Banks, or sufficient Lenders Revolving Banks and New LendersBanks, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower Co-Borrowers shall agree, which shall be at least $5,000,000 10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the BorrowerCo-Borrowers, the Administrative Agent and the Lenders Revolving Banks willing to increase their respective Revolving Commitments and the New Lenders Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. G hereto. If all existing Lenders Revolving Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, Supplement the Lenders Revolving Banks shall make advances among themselves (either directly or which may be through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the LendersRevolving Banks, pro rata in accordance with their respective CommitmentsApplicable Percentages hereunder. Any The advances made under this Section 2.19 by a Lender each Revolving Bank whose Applicable Percentage is new or has increased under the Increased Commitment Supplement (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement) shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender Revolving Bank or Lenders who shall receive such advancesRevolving Banks whose Applicable Percentage has decreased (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement). The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed pursuant to advances made under this Section 2.19shall be ABR Borrowings made under each Revolving Bank’s Revolving Commitment unless another type of Borrowing is selected by Carlisle to be applicable thereto.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower Borrowers may request an increase of the aggregate amount of the Commitments: Revolving Commitments (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no and not less than $10,000,000; 10,000,000 and (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000200,000,000; provided that (i) no Default shall have occurred and be continuing and continuing, (ii) the aggregate amount of the Aggregate Revolving Commitments shall not previously have been reduced, nor shall the Borrowers have given notice of any such reduction under Section 2.08(b), and (iii) the Aggregate Revolving Commitments shall not be increased more than two times pursuant to this Section 2.19. Each Lender, 2.19 more than three (3) times nor to an amount in its sole and absolute discretion, shall determine whether it will increase its Commitmentexcess of $600,000,000. If one or more of the Revolving Lenders will is not be increasing its Revolving Commitment pursuant to such requestCommitment, then, with notice to the Administrative Agent and the other Revolving Lenders, another one or more financial institutions, each as approved by the Borrower, Company and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”)Revolving Lenders; provided, that the Revolving Commitment of each New Lender shall be at least $10,000,000 5,000,000 and the maximum number of New Lenders shall be five three (53). The amount of the increase in Revolving Commitments pursuant to this Section 2.19 is herein called the “Increase Amount”. Upon receipt of notice from the Administrative Agent to the Revolving Lenders and the Borrower Company that the Revolving Lenders, or sufficient Revolving Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower Company shall agree, which shall be at least $5,000,000 10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the BorrowerBorrowers, the Administrative Agent and the Lenders willing to increase their respective Revolving Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. D. If all existing Revolving Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the forgoingforegoing, on the effective date of the Increased Commitment Supplement, Supplement the Revolving Lenders shall make advances among themselves (either directly or through the Administrative Agent) themselves, such advances to be in amounts sufficient so that after giving effect thereto thereto, the Revolving Loans will shall be held by the Lenders, Revolving Lenders pro rata in accordance with according to their respective Revolving Commitments. Any The advances made by a Revolving Lender under this Section 2.19 by a Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of one or more of the Lender or Revolving Lenders who shall receive such received the advances. The Revolving Commitments of the Revolving Lenders who do not agree to increase their Revolving Commitments can cannot be reduced or otherwise changed pursuant to this Section 2.19. No Revolving Lender is obligated to increase its Revolving Commitment under the provisions of this Section 2.19.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the LendersRevolving Banks), the Borrower may request an increase of the aggregate amount of the Commitments: (i) Revolving Commitments by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000; (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,00010,000,000; provided that (i) no Default shall have occurred and be continuing and (ii) the aggregate amount of the Commitments shall not previously have been increased more than two times pursuant to this Section 2.19continuing. Each LenderRevolving Bank, in its sole and absolute discretion, shall determine whether it will increase its Revolving Commitment. If one or more of the Lenders Revolving Banks will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other LendersRevolving Banks, another one or more financial institutions, each as approved by the Borrower, Borrower and the Administrative Agent (a “New LenderBank”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders Revolving Banks (the “Increase Amount”); provided, that the Revolving Commitment of each New Lender Bank shall be at least $10,000,000 5,000,000 and the maximum number of New Lenders Banks shall be five two (52). Upon receipt of notice from the Administrative Agent to the Lenders Revolving Banks and the Borrower that the LendersRevolving Banks, or sufficient Lenders Revolving Banks and New LendersBanks, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: , and provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders Revolving Banks willing to increase their respective Revolving Commitments and the New Lenders Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. If all existing Lenders shall not have provided their pro rata portion of the requested such documentation relating to such increase, then after giving effect in form and substance reasonably acceptable to the requested increase Agent, as the outstanding Revolving Loans Agent may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed pursuant to this Section 2.19request.

Increase of Revolving Commitments. By written notice sent (a) If, immediately prior to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request an increase of the aggregate amount of the Commitments: (i) by an aggregate amount equal and immediately after giving effect to any integral multiple of $5,000,000 but no less than $10,000,000; (ii) by an aggregate amount up increase in the Revolving Commitments pursuant to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (i) this Section 2.20, no Default shall have occurred and be continuing continuing, the Borrower may at any time and from time to time, but in no event more than one (1) time per fiscal quarter, request an increase of the aggregate Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be in a principal amount of at least $5,000,000, (ii) the Revolving Commitment of any Lender may not be increased without such Lender’s consent, and (iii) the Borrower shall not have the right to increase the Revolving Commitments if the effect of such increase would cause the aggregate principal amount of the Revolving Commitments to exceed $150,000,000. The Administrative Agent shall not previously have been increased more than two times pursuant to this Section 2.19. Each Lenderpromptly, and in its sole any event within five (5) Business Days after Administrative Agent’s receipt of a Commitment Increase Notice, notify (A) each Lender and absolute discretion, shall determine whether it will increase its Commitment. If one or more (B) with the consent of the Lenders Administrative Agent (which consent will not be increasing unreasonably withheld, delayed or conditioned), each Person not then a Lender but which is a bank or other financial institution selected by the Borrower, in each case of the Borrower’s request for such increase and the Borrower’s invitation to participate in all or a portion of such increase. (b) Each Lender desiring to increase its Revolving Commitment shall notify the Administrative Agent in writing no later than fifteen (15) days after receipt by the Lender of such notice from the Administrative Agent. Any Lender that accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to such requestthis Section 2.20 shall, thenin each case, execute an agreement (a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit G, 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 Commitment as so increased, and the definition of Revolving Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that does not notify the Administrative Agent within such period that it will increase its Revolving Commitment shall be deemed to have rejected such offer to increase its Revolving Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolving Commitment. Any agreement to increase a Lender’s pro rata share of the increased Revolving Commitment shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Revolving Commitments shall execute and deliver to the Administrative Agent and a New Lender Agreement (a “New Lender Agreement”), in substantially the other Lendersform attached hereto Exhibit H, another one or more financial institutions, each as approved by the Borrowersetting forth its Revolving Commitment, and upon the Administrative Agent effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”), may commit to provide an amount equal ) shall become a Lender for all purposes and to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender same extent as if originally a party hereto and shall be at least $10,000,000 bound by and entitled to the benefits of this Agreement, and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender signature pages hereof shall be deemed to be a purchase amended to add the name of a corresponding amount such New Lender and the definition of Revolving Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the Revolving Loans of the Lender or Lenders who shall receive such advances. The aggregate Commitments of the Lenders who do by the Commitment of such New Lender; provided that the Revolving Commitment of any New Lender shall be in a principal amount not agree less than $5,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to increase their the Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Revolving Commitments can not be reduced effected by such agreements by appropriate entries in the Register. (e) If any bank or otherwise changed financial institution becomes a New Lender pursuant to Section 2.20(c) or any Lender’s Revolving Commitment is increased pursuant to Section 2.20(b), additional Revolving Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Revolving Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Revolving Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Revolving Commitments to the extent of, and pro rata based on, their respective Revolving Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan(s), on the date of such increase, and the making of new Loans of the same Type pro rata based on the respective Revolving Commitments; provided, however, for the purpose of Section 4.02, the making of such new loans shall be deemed continuations of Borrowings. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Section 2.19Agreement), and interest on and repayments of such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Revolving Commitments. By written notice sent (a) Anything in this Agreement to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders)contrary notwithstanding, the Borrower may request an increase of the aggregate amount of the Commitments: (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000; (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (i) no Default shall have occurred and be continuing and (ii) the aggregate amount of right to increase the Revolving Commitments shall not previously have been increased more than two times from time to time pursuant to this Section 2.192.23 (subject to the restrictions of Section 2.23(d) below). Each LenderIn the event that the Borrower wishes to increase the aggregate Revolving Commitments at any time, in its sole and absolute discretion, it shall determine whether it will increase its Commitment. If one or more of the Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to notify the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower, and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount in writing of the requested increase that will not be provided by the existing Lenders amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided, that the Commitment aggregate amount of each New Lender any such increase in Revolving Commitments shall be at least $10,000,000 and the maximum number 2,500,000. The Borrower may, at its election, (i) offer one or more of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities 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 and/or banks, financial institutions or other entities the Borrower that the Lendersdesires to participate in such Revolving Commitment increase. The Borrower or, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the if requested increase, by the Borrower, the Administrative Agent and Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Lenders willing Borrower selects to increase their respective offer participation in the increased Revolving Commitments and the New Lenders (if any) which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to this Section 2.23 shall execute and deliver an Increased Commitment a New Lender Supplement (herein so called) in the form attached hereto as Exhibit E. If specified by the Administrative Agent, each a “New Lender Supplement”) with the Borrower and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect purposes and to the requested increase same extent as if originally a party hereto and shall be bound by and entitled to the outstanding benefits of this Agreement, and Schedule 1.1A shall be deemed to be amended to add the name and Revolving Loans may Commitment of such New Lender (in all cases without the consent of any other Lender), provided that the Revolving Commitment of any such new Lender shall be in an amount not be held pro rata in accordance with the new Commitments. In order to remedy the forgoingless than $2,500,000, provided, further that on the effective date of such New Lender Supplement, there shall be no outstanding Eurodollar Loans hereunder or, if any Eurodollar Loans would be outstanding on the Increased Commitment effective date of any such New Lender Supplement, the Lenders Borrower shall make advances among themselves either (x) convert such Eurodollar Loans to ABR Loans, or (y) prepay, in accordance with the provisions of Section 2.9, such Eurodollar Loans immediately prior to such New Lender Supplement becoming effective (subject, in either directly or through case, to the payment provisions hereof). (c) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.23 shall, in each case, execute a Commitment Increase Supplement (in the form specified by the Administrative Agent, each a “Commitment Increase Supplement”) 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 Commitment as so that after giving effect thereto the Revolving Loans will be held by the Lendersincreased, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender and Schedule 1.1A shall be deemed to be a purchase of a corresponding amount of amended to so increase the Revolving Commitment of such Lender (in all cases without the consent of any other Lender), provided that on the effective date of such Commitment Increase Supplement, there shall be no outstanding Eurodollar Loans hereunder or, if any Eurodollar Loans would be outstanding on the effective date of any such Commitment Increase Supplement, the Lender Borrower shall either (x) convert such Eurodollar Loans to ABR Loans, or Lenders who (y) prepay, in accordance with the provisions of Section 2.9, such Eurodollar Loans immediately prior to such Commitment Increase Supplement becoming effective (subject, in either case, to the payment provisions hereof). (d) Notwithstanding anything to the contrary in this Section 2.23 (i) in no event shall receive such advances. The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed any transaction effected pursuant to this Section 2.192.23 cause the aggregate Revolving Commitments hereunder to exceed $85,000,000, (ii) no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion, (iii) for each increase of the Revolving Commitments pursuant to this Section 2.23, the L/C Commitment shall automatically be increased by an amount equal to 80% of such increase in the Revolving Commitments and (iv) no New Lender Supplement or Commitment Increase Supplement shall be effective unless consented to in writing by the Administrative Agent and the Issuing Lender (which consent shall not be unreasonably withheld or delayed); provided, that no consent of any other Lender shall be required.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the LendersRevolving Banks), the Borrower Carlisle may request from time to time an increase of the aggregate amount of the Commitments: (i) Revolving Commitments by an aggregate amount equal to any integral multiple of $5,000,000 but no and not less than $10,000,000; (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (i) no Default shall have occurred and be continuing and continuing, (ii) the aggregate amount of the Revolving Commitments shall not previously have been reduced, nor shall Carlisle have given notice of any such reduction under Section 2.10, (iii) the aggregate amount of the Revolving Commitments cannot be increased more than two times pursuant to this Section 2.192.18 more than three (3) times; and (iv) at no time shall the aggregate amount of the Revolving Commitments plus the Dollar Amount of the outstanding principal amount of the Term Loans exceed $1,500,000,000 in the aggregate. Each Lender, No Revolving Bank shall have any obligation to increase its Revolving Commitment. A Revolving Bank’s decision whether to increase its Revolving Commitment under this Section 2.18 if it is requested to do so shall be made in its such Revolving Bank’s sole and absolute discretion, discretion and any failure to respond to a request shall determine whether be deemed to be a decision by such Revolving Bank that it will not increase its Revolving Commitment. If one or more of the Lenders will Revolving Banks is not be increasing its Revolving Commitment pursuant to such requestCommitment, then, with notice to the Administrative Agent and the other LendersRevolving Banks, another one or more financial institutions, each as approved by the Borrower, Co-Borrowers and the Administrative Agent (a “New LenderBank”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders Revolving Banks (the “Increase Amount”); provided, that the Revolving Commitment of each New Lender Bank shall be at least $10,000,000 5,000,000 and the maximum number of New Lenders Banks shall be five three (53). Upon receipt of notice from the Administrative Agent to the Lenders Revolving Banks and the Borrower Carlisle that the LendersRevolving Banks, or sufficient Lenders Revolving Banks and New LendersBanks, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower Co-Borrowers shall agree, which shall be at least $5,000,000 10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the BorrowerCo-Borrowers, the Administrative Agent and the Lenders Revolving Banks willing to increase their respective Revolving Commitments and the New Lenders Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. G hereto. If all existing Lenders Revolving Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, Supplement the Lenders Revolving Banks shall make advances among themselves (either directly or which may be through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the LendersRevolving Banks, pro rata in accordance with their respective CommitmentsApplicable Percentages hereunder. Any The advances made under this Section 2.19 by a Lender each Revolving Bank whose Applicable Percentage is new or has increased under the Increased Commitment Supplement (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement) shall be deemed to be a purchase of a corresponding amount of the Revolving FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 62 - Loans of the Lender Revolving Bank or Lenders who shall receive such advancesRevolving Banks whose Applicable Percentage has decreased (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement). The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed pursuant to advances made under this Section 2.19shall be ABR Borrowings made under each Revolving Bank’s Revolving Commitment unless another type of Borrowing is selected by Carlisle to be applicable thereto.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the LendersRevolving Banks), the Borrower may request from time to time an increase of the aggregate amount of the Commitments: (i) Revolving Commitments by an aggregate amount equal to any integral multiple of $5,000,000 but no and not less than $10,000,000; (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (i) no Event of Default shall have occurred and be continuing and (ii) at no time shall the aggregate amount of the Revolving Commitments exceed $1,125,000,000 in the aggregate. No Revolving Bank shall not previously have been increased more than two times pursuant any obligation to increase its Revolving Commitment. A Revolving Bank’s decision whether to increase its Revolving Commitment under this Section 2.19. Each Lender, 2.18 if it is requested to do so shall be made in its such Revolving Bank’s sole and absolute discretion, discretion and any failure to respond to a request shall determine whether be deemed to be a decision by such Revolving Bank that it will not increase its Revolving Commitment. If The Borrower may arrange for any such increase to be provided by one or more of the Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Lenders, another Banks or by one or more new banks, financial institutions, each as approved by the Borrower, and the Administrative Agent institutions or other entities (a “New LenderBank”), may commit to provide an ) and any such increased amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, ) provided that the Commitment of each New Lender Bank shall be at least $10,000,000 and subject to the maximum number approval of the Administrative Agent, to the extent the approval of the Administrative Agent would be required to effect an assignment to such New Lenders shall Bank under Section 9.06(b) (such consent not to be five (5unreasonably withheld or denied). Upon receipt of notice from the Administrative Agent to the Lenders Revolving Banks and the Borrower that the LendersRevolving Banks, or sufficient Lenders Revolving Banks and New LendersBanks, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that that, no Event of Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders Banks willing to increase their respective Revolving Commitments and the New Lenders Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. G hereto. No consent of any Bank (other than the Banks participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.18. If all existing Lenders Revolving Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, Supplement the Lenders Revolving Banks shall make advances among themselves (either directly or which may be through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the LendersRevolving Banks, pro rata in accordance with their respective CommitmentsApplicable Percentages hereunder. Any The advances made under this Section 2.19 by a Lender each Revolving Bank whose Applicable Percentage is new or has increased under the Increased Commitment Supplement (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement) shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender Revolving Bank or Lenders who shall receive such advancesRevolving Banks whose Applicable Percentage has decreased (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement). The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed pursuant to advances made under this Section 2.19shall be ABR Borrowings made under each Revolving Bank’s Revolving Commitment unless another type of Borrowing is selected by the Borrower to be applicable thereto.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the LendersRevolving Banks), the Borrower Carlisle may request from time to time an increase of the aggregate amount of the Commitments: (i) Revolving Commitments by an aggregate amount equal to any integral multiple of $5,000,000 but no and not less than $10,000,000; (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (i) no Default shall have occurred and be continuing and continuing, (ii) the aggregate amount of the Revolving Commitments shall not previously have been reduced, nor shall Carlisle have given notice of any such reduction under Section 2.10, (iii) the aggregate amount of the Revolving Commitments cannot be increased more than two times pursuant to this Section 2.192.18 more than three (3) times; and (iv) at no time shall the aggregate amount of the Revolving Commitments plus the Dollar Amount of the outstanding principal amount of the Term Loans exceed $1,500,000,000 in the aggregate. Each Lender, No Revolving Bank shall have any obligation to increase its Revolving Commitment. A Revolving Bank’s decision whether to increase its Revolving Commitment under this Section 2.18 if it is requested to do so shall be made in its such Revolving Bank’s sole and absolute discretion, discretion and any failure to respond to a request shall determine whether be deemed to be a decision by such Revolving Bank that it will not increase its Revolving Commitment. If one or more of the Lenders will Revolving Banks is not be increasing its Revolving Commitment pursuant to such requestCommitment, then, with notice to the Administrative Agent and the other LendersRevolving Banks, another one or more financial institutions, each as approved by the Borrower, Co-Borrowers and the Administrative Agent (a “New LenderBank”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders Revolving Banks (the “Increase Amount”); provided, that the Revolving Commitment of each New Lender Bank shall be at least $10,000,000 5,000,000 and the maximum number of New Lenders Banks shall be five three (53). Upon receipt of notice from the Administrative Agent to the Lenders Revolving Banks and the Borrower Carlisle that the LendersRevolving Banks, or sufficient Lenders Revolving Banks and New LendersBanks, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower Co-Borrowers shall agree, which shall be at least $5,000,000 10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the BorrowerCo-Borrowers, the Administrative Agent and the Lenders Revolving Banks willing to increase their respective Revolving Commitments and the New Lenders Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. G hereto. If all existing Lenders Revolving Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, Supplement the Lenders Revolving Banks shall make advances among themselves (either directly or which may be through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the LendersRevolving Banks, pro rata in accordance with their FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 48 ACTIVE 221393034 respective CommitmentsApplicable Percentages hereunder. Any The advances made under this Section 2.19 by a Lender each Revolving Bank whose Applicable Percentage is new or has increased under the Increased Commitment Supplement (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement) shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender Revolving Bank or Lenders who shall receive such advancesRevolving Banks whose Applicable Percentage has decreased (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement). The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed pursuant to advances made under this Section 2.19shall be ABR Borrowings made under each Revolving Bank’s Revolving Commitment unless another type of Borrowing is selected by Carlisle to be applicable thereto.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the LendersRevolving Banks), the Borrower may request request, at any time, and from time to time an increase of the aggregate amount of the Commitments: (i) Revolving Commitments by an aggregate amount equal to any integral multiple of $5,000,000 but no and not less than $10,000,000; (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (i) no Event of Default shall have occurred and be continuing and (ii) at no time shall the aggregate amount of the Revolving Commitments plus the outstanding principal amount of Term Loans exceed $1,325,000,0001,425,000,000 in the aggregate. No Revolving Bank shall not previously have been increased more than two times pursuant any obligation to increase its Revolving Commitment. A Revolving Bank’s decision whether to increase its Revolving Commitment under this Section 2.19. Each Lender, 2.18 if it is requested to do so shall be made in its such Revolving Bank’s sole and absolute discretion, discretion and any failure to respond to a request shall determine whether be deemed to be a decision by such Revolving Bank that it will not increase its Revolving Commitment. If The Borrower may arrange for any such increase to be provided by one or more of the Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Lenders, another Banks or by one or more new banks, financial institutions, each as approved by the Borrower, and the Administrative Agent institutions or other entities (a “New LenderBank”), may commit to provide an ) and any such increased amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, ) provided that the Commitment of each New Lender Bank shall be at least $10,000,000 and subject to the maximum number approval of the Administrative Agent, to the extent the approval of the Administrative Agent would be required to effect an assignment to such New Lenders shall Bank under Section 9.06(b) (such consent not to be five (5unreasonably withheld, conditioned or denied). Upon receipt of notice from the Administrative Agent to the Lenders Revolving Banks and the Borrower that the LendersRevolving Banks, or sufficient Lenders Revolving Banks and New LendersBanks, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 10,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that that, no Event of Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders Banks willing to increase their respective Revolving Commitments and the New Lenders Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. G hereto. No consent of any Bank (other than the Banks participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.18. If all existing Lenders Revolving Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, Supplement the Lenders Revolving Banks shall make advances among themselves (either directly or which may be through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the LendersRevolving Banks, pro rata in accordance with their respective CommitmentsApplicable Percentages hereunder. Any The advances made under this Section 2.19 by a Lender each Revolving Bank whose Applicable Percentage is new or has increased under the Increased Commitment Supplement (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement) shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender Revolving Bank or Lenders who shall receive such advancesRevolving Banks whose Applicable Percentage has decreased (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement). The Commitments of the Lenders who do not agree to increase their Commitments can not be reduced or otherwise changed pursuant to advances made under this Section 2.19shall be ABR Borrowings made under each Revolving Bank’s Revolving Commitment unless another type of Borrowing is selected by the Borrower to be applicable thereto.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Revolving Lenders), the Borrower may request an increase of the aggregate amount of the Revolving Commitments: (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000; and (ii) by an aggregate amount up to $150,000,000; and (iii) to an amount not to exceed $500,000,000150,000,000; provided that (i) no Default shall have occurred and be continuing and (ii) the aggregate amount of the Revolving Commitments shall not previously have been increased more than two four times pursuant to this Section 2.192.20. Each Revolving Lender, in its sole and absolute discretion, shall determine whether it will increase its Revolving Commitment. If one or more of the Revolving Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Revolving Lenders, another one or more financial institutions, each as approved by the Borrower, Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Revolving Lenders (the “Increase Amount”); provided, provided that the Revolving Commitment of each New Lender shall be at least $10,000,000 5,000,000 and the maximum number of New Lenders shall be five (5)five. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Revolving Lenders, or sufficient Revolving Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Revolving Lenders willing to increase their respective Revolving Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. C. If all existing Revolving Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the forgoingforegoing, on the effective date of the Increased Commitment Supplement, Supplement the Revolving Lenders shall make advances among themselves (either directly or through the Administrative Agent) themselves, such advances to be in amounts sufficient so that after giving effect thereto thereto, the Revolving Loans will shall be held by the Lenders, Revolving Lenders pro rata in accordance with according to their respective Revolving Commitments. Any The advances made by a Revolving Lender under this Section 2.19 by a Lender 2.20 shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of one or more of the Lender or Revolving Lenders who shall receive such received the advances. The Revolving Commitments of the Revolving Lenders who do not agree to increase their Revolving Commitments can cannot be reduced or otherwise changed pursuant to this Section 2.192.20.

Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may request an increase of the aggregate amount of the Commitments: Commitments after the First Amendment Effective Date (each such requested increase amount, the “Increase Amount”): (i) by an aggregate amount equal to any integral multiple of $5,000,000 but no less than $10,000,000; (ii) by an aggregate amount up to $150,000,000100,000,000; and (iii) to an amount not to exceed $500,000,000; provided that (ix) no Default shall have occurred and be continuing and (iiy) the aggregate amount of the Commitments shall not previously have been increased more than two three times pursuant to this Section 2.19. Each Lender, in its sole and absolute discretion, shall determine whether it will increase its Commitment. If one or more of the Lenders will not be increasing its Revolving Commitment pursuant to such request, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower, and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”)Lenders; provided, that the Commitment of each New Lender shall be at least $10,000,000 and the maximum number of New Lenders shall be five (5). Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit E. D. If all existing Lenders shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the forgoing, on the effective date of the Increased Commitment Supplement, the Lenders shall make advances among themselves (either directly or through the Administrative Agent) so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Commitments. Any advances made under this Section 2.19 by a Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders who shall receive such advances. The Commitments of the Lenders who do not agree to increase their Commitments can cannot be reduced or otherwise changed pursuant to this Section 2.19.