Common use of Increase of Revolving Commitments Clause in Contracts

Increase of Revolving Commitments. (a) The Borrower shall have the right at any time after the Effective Date to request that the aggregate Revolving Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Revolving Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Revolving Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $5 million and shall not exceed the Maximum Incremental Facilities Amount, the requested date of increase (the “Requested Increase Date”) and the date by which the Revolving Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Revolving Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Revolving Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof (or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee that agrees to acquire a Revolving Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Revolving Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to increase its Revolving Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Revolving Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Revolving Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any Revolving Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Revolving Lenders and/or prepay Revolving Loans of all or certain of the Revolving Lenders such that, after giving effect thereto, the 72 Revolving Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Revolving Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Commitments. On and after each Requested Increase Date, the ratable share of each Revolving Lender’s participation in Letters of Credit and Revolving Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Revolving Commitments hereunder pursuant to this Section 2.23 shall be effective unless: (i) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and immediately after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; provided that to the extent the proceeds of any Requested Increase Amount are intended to be applied to finance a Limited Condition Acquisition, if agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amount, (x) the only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Requested Increase Amount shall be (A) customary “specified representations” with respect to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Increasing Lenders or the Additional Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) subject to Section 1.08, after giving effect to such Commitment Increases, the principal aggregate amount of all such Commitment Increases incurred or issued since the Effective Date, together with any Incremental Term Loan Facilities incurred or issued since the Effective Date, shall not exceed the then Maximum Incremental Facilities Amount; (iv) subject to Section 1.08, after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance; and (v) except as otherwise specifically set forth herein or as may otherwise be agreed by the Administrative Agent, all of the other terms and conditions applicable to such Commitment Increase shall be identical to the terms and conditions applicable to the Revolving Loans (other than with respect to any upfront fees, which may be as agreed by the Borrower and the Revolving Lenders 73

Increase of Revolving Commitments. (a) The With the prior consent of the Agent, the Borrower shall have the right at any time after the Effective Date and from time to time to request that increases in the aggregate amount of the Revolving Commitments hereunder be increased (a “Commitment Increase”provided that after giving effect to any increases in the Revolving Commitments pursuant to this Section, the aggregate amount of the Revolving Commitments may not exceed $500,000,000) in accordance with the following provisions and subject by providing written notice to the following conditions: (i) The Borrower shall give the Administrative Agent, which notice shall promptly deliver a copy thereof to each of be irrevocable once given. Each such increase in the Revolving Lenders, at least ten Business Days’ prior written notice (Commitments must be in an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof. No Revolving Lender shall be required to increase its Revolving Commitment and any new Revolving Lender becoming a “Notice of Increase”) of party to this Agreement in connection with any such requested increase specifying the aggregate amount by which the Revolving Commitments are to must be increased (the “Requested Increase Amount”), which shall be at least $5 million and shall not exceed the Maximum Incremental Facilities Amount, the requested date of increase (the “Requested Increase Date”) and the date by which the Revolving Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”)Eligible Assignee. Each If a new Revolving Lender that is willing in its sole discretion becomes a party to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on this Agreement, or prior to the Commitment Date of the amount by which it is willing if any existing Revolving Lender agrees to increase its Revolving Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Revolving Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof (or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee that agrees to acquire a Revolving Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Revolving Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to increase shall on the date it becomes a Revolving Lender hereunder (or increases its Revolving Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Revolving Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Revolving Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any Revolving Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Revolving Lenders and/or prepay Revolving Loans of all or certain of the Revolving Lenders such that, after giving effect thereto, the 72 Revolving Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Revolving Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Commitments. On and after each Requested Increase Date, the ratable share of each Revolving Lender’s participation in Letters of Credit and Revolving Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Revolving Commitments hereunder pursuant to this Section 2.23 shall be effective unless: (i) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and immediately after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; provided that to the extent the proceeds of any Requested Increase Amount are intended to be applied to finance a Limited Condition Acquisition, if agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amount, (x) the only representations and warranties that will be required to be true and correct in all material respects (or, in the case of an existing Revolving Lender) (and as a condition thereto) purchase from the other Revolving Lenders its Commitment Percentage (as determined after giving effect to the increase of Revolving Commitments) of any representations outstanding Revolving Loans and warranties qualified Letter of Credit Liabilities, by materiality or Material Adverse Effectmaking available to the Agent for the account of such other Revolving Lenders at the Principal Office, in all respects) as of the applicable closing date for such Requested Increase Amount shall be (A) customary “specified representations” with respect same day funds, an amount equal to the applicable acquired company or business and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Increasing Lenders or the Additional Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent sum of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on portion of the Effective Date (conformed as appropriate) other than changes outstanding principal amount of such Revolving Loans to be purchased by such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and Revolving Lender plus (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) subject to Section 1.08, after giving effect to such Commitment Increases, the principal aggregate amount of all such Commitment Increases incurred or issued since the Effective Date, together with any Incremental Term Loan Facilities incurred or issued since the Effective Date, shall not exceed the then Maximum Incremental Facilities Amount; (iv) subject to Section 1.08, after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance; and (v) except as otherwise specifically set forth herein or as may otherwise be agreed payments previously made by the Administrative Agent, all of the other terms and conditions applicable to such Commitment Increase shall be identical to the terms and conditions applicable to the Revolving Loans (other than with respect to any upfront fees, which may be as agreed by the Borrower and the Revolving Lenders 73under Section 2.5.(j) which have not been repaid plus (C) interest accrued and unpaid to

Increase of Revolving Commitments. (a) The Borrower shall have the right at any time after and from time to time during the Effective Date term of this Agreement to request that increases in the aggregate amount of the Revolving Commitments hereunder be increased by not more than $45,000,000 in the aggregate (a “Commitment Increase”provided that after giving effect to any increases in the Revolving Commitments pursuant to this Section, the aggregate amount of the Revolving Commitments may not exceed $150,000,000) in accordance with the following provisions and subject by providing written notice to the following conditions: (i) The Borrower shall give the Administrative Agent, which notice shall promptly deliver a copy thereof to each of be irrevocable once given. Each such increase in the Revolving Lenders, at least ten Business Days’ prior written notice (Commitments must be in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Revolving Commitment and any new Lender becoming a “Notice of Increase”) of party to this Agreement in connection with any such requested increase specifying the aggregate amount by which the Revolving Commitments are must be an Eligible Assignee. If a new Lender becomes a party to be increased (the “Requested Increase Amount”)this Agreement, which shall be at least $5 million and shall not exceed the Maximum Incremental Facilities Amount, the requested date of increase (the “Requested Increase Date”) and the date by which the Revolving Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Revolving or if any existing Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing agrees to increase its Revolving Commitment. (ii) Promptly following each Commitment Date, such Lender shall on the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Revolving Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof date it becomes a Lender hereunder (or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee that agrees to acquire a Revolving Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Revolving Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to increase its Revolving Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Revolving Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Revolving Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any Revolving Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Revolving Lenders and/or prepay Revolving Loans of all or certain of the Revolving Lenders such that, after giving effect thereto, the 72 Revolving Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Revolving Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Commitments. On and after each Requested Increase Date, the ratable share of each Revolving Lender’s participation in Letters of Credit and Revolving Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Revolving Commitments hereunder pursuant to this Section 2.23 shall be effective unless: (i) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and immediately after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; provided that to the extent the proceeds of any Requested Increase Amount are intended to be applied to finance a Limited Condition Acquisition, if agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amount, (x) the only representations and warranties that will be required to be true and correct in all material respects (or, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (as determined after giving effect to the increase of Revolving Commitments) of any representations and warranties qualified outstanding Revolving Loans, by materiality or Material Adverse Effectmaking available to the Agent for the account of such other Lenders at the Principal Office, in all respects) as same day funds, an amount equal to the sum of the applicable closing date for such Requested Increase Amount shall be (A) customary “specified representations” with respect the portion of the outstanding principal amount of such Revolving Loans to the applicable acquired company or business and be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the representations and warranties made by or on behalf outstanding principal amount of the applicable acquired company or business in the applicable acquisition agreement as are material such Revolving Loans. The Borrower shall pay to the interests of the Increasing Lenders or the Additional Lendersamounts payable, but only if any, to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations such Lenders under such acquisition agreement or not consummate such acquisition Section 4.4. as a result of a breach the prepayment of any such representations or warranties in such acquisition agreement, and Revolving Loans. No increase of the Revolving Commitments may be effected under this Section if (yx) the only condition with respect to absence of a Default or Event of Default shall be in existence on the absence effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a Default party is not (or Event would not be) true or correct in all material respects on the effective date of Default at such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the time Loan Documents). In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such acquisition agreement is entered into; documents and agreements as the Agent may reasonably request and (iib) the Borrower shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Revolving Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Revolving Commitment upon the effectiveness of the applicable increase in the aggregate amount of Revolving Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Revolving Commitments under this Section 2.15., the Agent may (without the consent of any Lender) amend this Agreement to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory but only to the Administrative Agent and (Bextent) any reaffirmation or similar documentation as reasonably requested by necessary to reflect the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit increase of the applicable Loan Documents; (iii) subject to Section 1.08, after giving effect to such Commitment Increases, the principal aggregate amount of all such Commitment Increases incurred or issued since the Effective Date, together with any Incremental Term Loan Facilities incurred or issued since the Effective Date, shall not exceed the then Maximum Incremental Facilities Amount; (iv) subject to Section 1.08, after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance; and (v) except as otherwise specifically set forth herein or as may otherwise be agreed by the Administrative Agent, all of the other terms and conditions applicable to such Commitment Increase shall be identical to the terms and conditions applicable to the Revolving Loans (other than with respect to any upfront fees, which may be as agreed by the Borrower and the Revolving Lenders 73Commitments.

Increase of Revolving Commitments. (a) The Borrower shall have may on one or more occasions, by written notice to the right at Administrative Agent, executed by the Borrower and one or more commercial banks, finance companies, insurance companies or other financial institutions or funds (any time after the Effective Date such Person referred to request that the aggregate in this Section being called an “Increasing Lender”), which may include any Lender, cause new Revolving Commitments hereunder to be increased extended by the Increasing Lenders or cause the existing Revolving Commitments of the Increasing Lenders to be increased, as the case may be (any such extension or increase, a “Commitment Increase”), in an amount for each Increasing Lender set forth in such notice; provided that (i) in accordance with the following provisions and aggregate amount of Commitment Increases effected pursuant to this paragraph shall not exceed $50,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the following conditions: (i) The Borrower shall give approval of the Administrative Agent, Agent (which approval shall promptly deliver a copy thereof to each of the Revolving Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Revolving Commitments are to not be increased (the “Requested Increase Amount”unreasonably withheld or delayed), which shall be at least $5 million and shall not exceed the Maximum Incremental Facilities Amount, the requested date of increase (the “Requested Increase Date”iii) and the date by which the Revolving Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Revolving Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) , if not already a Lender hereunder, shall give written notice become a party to this Agreement by completing and delivering to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Revolving Lenders are willing to participate a duly executed accession agreement in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be a form reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof (or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee that agrees to acquire a Revolving Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Revolving Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to increase its Revolving Commitment), an “Accession Agreement”) and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Revolving Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Revolving Lender for all purposes of this Agreement. (iv) If each Commitment Increase shall be in an aggregate principal amount of not less than $25,000,000. New Revolving Commitments and increases in Revolving Commitments shall become effective on the Requested Increase Date there are any Revolving Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Revolving Lenders and/or prepay Revolving Loans of all or certain of the Revolving Lenders such that, after giving effect thereto, the 72 Revolving Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Revolving Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Commitments. On and after each Requested Increase Date, the ratable share of each Revolving Lender’s participation in Letters of Credit and Revolving Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase date specified in the aggregate Revolving Commitments hereunder applicable notice delivered pursuant to this Section 2.23 paragraph (which shall not be effective unless: (i) as of a date preceding the date of the relevant Notice delivery of Increase and on the relevant Requested Increase Date and immediately after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; provided that notice to the extent the proceeds of any Requested Increase Amount are intended to be applied to finance a Limited Condition AcquisitionAdministrative Agent); provided, if agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amounthowever, (x) the only representations and warranties that will be required to be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the applicable closing date for such Requested Increase Amount shall be (A) customary “specified representations” with respect to the applicable acquired company or business Commitment Increase of any Increasing Lender that is not already a Lender shall not be effective until and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Increasing Lenders or the Additional Lenders, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement, and (y) the only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement is entered into; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that unless such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) subject to Section 1.08, after giving effect to such Commitment Increases, the principal aggregate amount of all such Commitment Increases incurred or issued since the Effective Date, together with any Incremental Term Loan Facilities incurred or issued since the Effective Date, shall not exceed the then Maximum Incremental Facilities Amount; (iv) subject to Section 1.08, after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent an Accession Agreement as set forth above and (B) the Commitment Increase of any Increasing Lender shall not be effective unless, on the Increase Effective Date with respect thereto, the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating a certificate, dated as of such compliance; Increase Effective Date, of a Financial Officer of the Borrower to the effect that on such Increase Effective Date the conditions set forth in paragraphs (a) and (vb) except as otherwise specifically set forth herein or as may otherwise of Section 4.02 are satisfied (with all references in such paragraphs to a Borrowing being deemed to be agreed by the Administrative Agent, all of the other terms and conditions applicable references to such Commitment Increase extension or increase). Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (1) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be identical entitled to the terms all rights, benefits and conditions applicable privileges, and subject to all obligations, of a Revolving Lender hereunder and (2) Schedule 2.01 shall be deemed to have been amended to reflect the Revolving Loans (other than with respect Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to any upfront fees, which may be as agreed by the Borrower and this Section in the Revolving Lenders 73Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Revolving Commitment of such Lender.

Increase of Revolving Commitments. (a) The Borrower shall have the right at any time after and from time to time from the Effective Closing Date through and including the Commitment Termination Date to request that increases in the aggregate Aggregate Revolving Commitments hereunder be increased (a “Commitment Increase”provided that after giving effect to any increases in the Aggregate Revolving Commitments pursuant to this Section, the Aggregate Revolving Commitments may not exceed $437,500,000) in accordance with the following provisions and subject by providing written notice to the following conditions: (i) The Borrower shall give the Administrative Agent, which notice shall promptly deliver a copy thereof to each of the Revolving Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any be irrevocable once given. Each such requested increase specifying the aggregate amount by which in the Revolving Commitments are to must be increased (the “Requested Increase Amount”), which in an aggregate minimum amount of $15,000,000. No Lender shall be at least $5 million and shall not exceed the Maximum Incremental Facilities Amount, the requested date of increase (the “Requested Increase Date”) and the date by which the Revolving Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (the “Commitment Date”). Each Revolving Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing required to increase its Revolving Commitment. (ii) Promptly following each Commitment DateIf a new Lender becomes a party to this Agreement, the Administrative Agent shall notify the Borrower as to the amount, or if any, by which the Revolving Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the requested Commitment Increase; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof (or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee that existing Lender agrees to acquire a Revolving Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Revolving Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to increase its Revolving Commitment), and (z) each Additional such Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Revolving Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Revolving Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Revolving Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any date it becomes a Lender hereunder (or increases its Revolving Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Revolving Lenders and/or prepay Revolving Loans of all or certain of the Revolving Lenders such that, after giving effect thereto, the 72 Revolving Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Revolving Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Commitments. On and after each Requested Increase Date, the ratable share of each Revolving Lender’s participation in Letters of Credit and Revolving Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Revolving Commitments hereunder pursuant to this Section 2.23 shall be effective unless: (i) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and immediately after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; provided that to the extent the proceeds of any Requested Increase Amount are intended to be applied to finance a Limited Condition Acquisition, if agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amount, (x) the only representations and warranties that will be required to be true and correct in all material respects (orCommitment, in the case of any representations an existing Lender) (and warranties qualified by materiality as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (or Material Adverse Effectin the case of an existing Lender, the increase in the amount of its Revolving Commitment Percentage, in all respects) each case as determined after giving effect to the increase of the applicable closing date Aggregate Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such Requested Increase Amount shall be other Lenders, in same day funds, an amount equal to the sum of (A) customary “specified representations” with respect the portion of the outstanding principal amount of such Revolving Loans to the applicable acquired company or business and be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the representations and warranties made by or on behalf outstanding principal amount of the applicable acquired company or business in the applicable acquisition agreement as are material such Revolving Loans. The Borrower shall pay to the interests of the Increasing Lenders or the Additional Lendersamounts payable, but only if any, to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations such Lenders under such acquisition agreement or not consummate such acquisition Section 2.18 as a result of a breach the prepayment of any such representations or warranties in such acquisition agreement, and (y) Revolving Loans. No increase of the only condition with respect to absence of Aggregate Revolving Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the absence effective date of such increase. In connection with any increase in the Aggregate Revolving Commitments pursuant to this Section, (a) any Lender becoming a Default or Event of Default at the time party hereto shall execute such acquisition agreement is entered into; (ii) to the extent reasonably requested by the Administrative Agent, receipt by documents and agreements as the Administrative Agent of (A) customary legal opinionsmay reasonably request, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes including but not limited to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent an Accession Agreement and (Bb) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) subject to Section 1.08, after giving effect to such Commitment Increases, the principal aggregate amount of all such Commitment Increases incurred or issued since the Effective Date, together with any Incremental Term Loan Facilities incurred or issued since the Effective Date, shall not exceed the then Maximum Incremental Facilities Amount; (iv) subject to Section 1.08, after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to make appropriate arrangements so that each new Lender, and any existing Lender increasing its Revolving Commitment, receives a new or replacement Note, as appropriate, in the Administrative Agent reasonably detailed calculations demonstrating amount of such compliance; and (v) except as otherwise specifically set forth herein or as may otherwise be agreed by the Administrative Agent, all Lender's Revolving Commitment within 2 Business Days of the other terms and conditions applicable to such Commitment Increase shall be identical to the terms and conditions applicable to the Revolving Loans (other than with respect to any upfront fees, which may be as agreed by the Borrower and the Revolving Lenders 73Lender's request therefor.