Common use of Increase of Revolving Commitments Clause in Contracts

Increase of Revolving Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Commitment Termination Date to request increases in the Aggregate Revolving Commitments (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) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Revolving Commitments must be in an aggregate minimum amount of $15,000,000. No Lender shall be required to increase its Revolving Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Revolving Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Revolving Commitment Percentage, in each case as determined after giving effect to the increase of the Aggregate Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.18 as a result of the prepayment of any such Revolving Loans. No increase of the Aggregate Revolving Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the effective date of such increase. In connection with any increase in the Aggregate Revolving Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request, including but not limited to an Accession Agreement and (b) the Borrower shall 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 within 2 Business Days of such Lender's request therefor.

Increase of Revolving Commitments. (a) The Borrower shall have the right at any time and from time to time from after the Closing Date through and including the Commitment Termination Effective Date to request increases 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 Aggregate Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (provided the “Commitment Date”). Each Revolving Lender that after giving effect is willing in its sole discretion to any increases participate in the Aggregate Revolving Commitments pursuant to this Section, the Aggregate Revolving Commitments may not exceed $437,500,000such requested Commitment Increase (each an “Increasing Lender”) by providing shall give written notice to the Administrative Agent, Agent on or prior to the Commitment Date of the amount by which notice shall be irrevocable once given. Each such increase in the Revolving Commitments must be in an aggregate minimum amount of $15,000,000. No Lender shall be required 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. If 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 new 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 becomes a party to this Agreement, or if any existing 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 agrees is willing to increase its Revolving Commitment), such 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 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 it becomes 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 Lender hereunder Limited Condition Acquisition, if agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amount, (or increases its Revolving Commitmentx) 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) (any representations and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (warranties qualified by materiality or in the case of an existing Lender, the increase in the amount of its Revolving Commitment PercentageMaterial Adverse Effect, in each case all respects) as determined after giving effect to the increase of the Aggregate Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent applicable closing date for the account of such other Lenders, in same day funds, an amount equal to the sum of Requested Increase Amount shall be (A) customary “specified representations” with respect to the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus applicable acquired company or business and (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount representations and warranties made by or on behalf of such Revolving Loans. The Borrower shall pay the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Increasing Lenders amounts payableor the Additional Lenders, if any, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such Lenders under Section 2.18 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 prepayment only condition with respect to absence of any such Revolving Loans. No increase of the Aggregate Revolving Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the effective date absence of a Default or Event of Default at the time such increase. In connection with any increase in acquisition agreement is entered into; (ii) to the Aggregate Revolving Commitments pursuant to this Sectionextent reasonably requested by the Administrative Agent, (a) any Lender becoming a party hereto shall execute such documents and agreements as receipt by the Administrative Agent may 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 request, including but not limited satisfactory to an Accession Agreement the Administrative Agent 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 make appropriate arrangements so that each new Lenderhave 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 Credit Loans (other than with respect to any existing Lender increasing its upfront fees, which may be as agreed by the Borrower and the Revolving CommitmentLenders providing such Commitment Increase). For the avoidance of doubt, receives a new or replacement Note, as appropriate, any loans under any Commitment Increase shall be treated ratably in terms of right to payment and prepayment with loans under the amount Revolving Credit Loans and/or Revolving Commitments outstanding prior to the effectiveness of such Lender's Revolving Commitment within 2 Business Days of such Lender's request thereforIncrease.

Increase of Revolving Commitments. (a) The Borrower shall have the right right, at any time and from time to time from request an increase of the aggregate Revolving Commitments by notice to the Senior Facility 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 at least $10,000,000, (ii) the cumulative increase in Revolving Commitments after the Closing Date through 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 Xxxxxx’s consent and including (iv) no Default or Event of Default shall have occurred and be continuing on the effective date of such Commitment Termination Date to request increases Increase Notice. Following any Commitment Increase Notice, the Borrower may, in the Aggregate Revolving Commitments (provided that after giving effect its sole discretion, offer to any increases Eligible Assignee (with a copy to the Senior Facility Agent) the opportunity to participate in all or a portion of the Aggregate 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 SectionSection 2.21 shall, in each case, execute a Commitment Increase Agreement with the Aggregate Revolving Commitments may not exceed $437,500,000) Borrower and the Senior Facility Agent, whereupon such Lender shall be bound by providing written notice and entitled to the Administrative Agentbenefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, which notice and the definition of “Revolving Commitment” in Section 1.01 and Schedule 2.01 hereof shall be irrevocable once given. Each deemed to be amended to reflect such increase in the Revolving Commitments must be in an aggregate minimum amount of $15,000,000increase. No Lender shall be required have any obligation whatsoever to agree to increase its Revolving Commitment. If 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 new 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 becomes Agreement (a party to this “New Lender Agreement”), or if any existing Lender agrees to increase 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”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of 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 Commitments of the Lenders by the Revolving Commitment of such New Lender, provided that the Revolving Commitment of any New Lender shall be an amount not 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 in the Revolving Commitments pursuant to this Section 2.21 (the “Re-Allocation Date”), additional Revolving Loans shall be made pro rata based on the date it becomes a Lender hereunder (respective Revolving Commitments of the Lenders in effect on or increases its Revolving Commitmentafter 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 an existing Lender) (and as a condition thereto) purchase from ABR Loan, on the other Lenders its date of such increase based on the respective Revolving Commitment Percentage (or Commitments in the case of an existing Lender, the increase in the amount of its Revolving Commitment Percentage, in each case as determined after giving effect prior to the increase Re-Allocation Date, and the making of new Loans of the Aggregate same Type pro rata based on the respective Revolving CommitmentsCommitments in effect on and after such Re-Allocation Date. (f) of If on any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, Re-Allocation Date there is an amount equal to the sum of (A) the portion of the outstanding unpaid principal amount of Term SOFR Loans, such Revolving Term SOFR Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to be purchased by such Lender plus (B) prepay any thereof in accordance with the applicable provisions of this Agreement), and interest accrued on and unpaid to and as repayments of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay Term SOFR Loans will be paid thereon to the respective Lenders amounts payable, if any, to holding such Lenders under Section 2.18 as a result of the prepayment of any such Revolving Loans. No increase of the Aggregate Revolving Commitments may be effected under this Section if a Default or Event of Default shall be in existence Term SOFR Loans pro rata based on the effective date of such increase. In connection with any increase in the Aggregate Revolving Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request, including but not limited to an Accession Agreement and (b) the Borrower shall 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 within 2 Business Days of such Lender's request thereforrespective principal amounts thereof outstanding.

Increase of Revolving Commitments. The Borrower shall have (a) Upon the right at any time Canadian Sale and from time to time from the Closing Date through and including the Commitment Termination Date to request increases in the Aggregate Revolving Commitments (provided that after giving effect to any increases in the Aggregate Revolving Commitments pursuant to this SectionPrepayment Event, the Aggregate Revolving Commitments may not exceed shall be increased by $437,500,000) by providing 15,000,000 (the "Additional Revolving Commitment Amount"). No less than ten days prior to the consummation of the Canadian Sale and Prepayment Event, the Borrower shall give written notice to the Administrative AgentAgent (who shall promptly notify the Lenders thereof) of the date that the Canadian Sale and Prepayment Event will be effective. On the effective date of the Canadian Sale and Prepayment Event, which notice shall be irrevocable once given. Each so long as no Default or Event of Default has occurred and is then continuing, each Canadian Lender (or an Affiliate thereof designated by such increase in the Revolving Commitments must be in an aggregate minimum amount of $15,000,000. No Canadian Lender shall be required to increase its Revolving Commitment. If a new Lender who becomes a party to this AgreementAgreement and is otherwise reasonably acceptable to the Borrower and the Administrative Agent (such Affiliate, an "Approved Affiliate")) shall be deemed to have increased its Revolving Commitment by a principal amount equal to its Canadian Pro Rata Share of the Additional Revolving Commitment Amount. No Lender (other than the Canadian Lenders (or if Approved Affiliates)) shall have any existing Lender agrees obligation to increase its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (Commitment or increases its Revolving Commitment, in the case of an existing Lender) (other obligations under this Agreement and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage Loan Documents. (or in the case of an existing Lender, the increase in the amount of its Revolving Commitment Percentage, in each case as determined after giving effect to the increase of the Aggregate Revolving Commitmentsb) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.18 as a result of the prepayment of any such Revolving Loans. No increase of the Aggregate Revolving Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the effective date of such increase. In connection with any An increase in the Aggregate Revolving Commitments pursuant to this Section, Section shall become effective as and when provided in subsection (a) any Lender becoming a party hereto shall execute such documents above. The Canadian Lenders (or Approved Affiliates) agree to enter into an agreement in form and agreements as substance satisfactory to the Administrative Agent may reasonably requestsetting forth the new Revolving Commitments of such Canadian Lenders (or Approved Affiliate) and Annex I shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments. (c) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section, including but not limited to an Accession Agreement within five Business Days, in the case of any Base Rate Loans then outstanding, and (b) at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans then outstanding, the Borrower shall make appropriate arrangements so that each new Lenderprepay such Loans in their entirety and, and any existing Lender increasing its the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving CommitmentCommitments after giving effect to such increase, receives a new or replacement Note, until such time as appropriate, all outstanding Loans are held by the Lenders in the amount of such Lender's Revolving Commitment within 2 Business Days of such Lender's request thereforproportion.

Increase of Revolving Commitments. (a) The Borrower shall have the right at any time and from time to time from after the Closing Date through and including the Commitment Termination Effective Date to request increases 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 Aggregate Commitment Increase must commit to an increase in the amount of their respective Revolving Commitments (provided the “Commitment Date”). Each Revolving Lender that after giving effect is willing in its sole discretion to any increases participate in the Aggregate Revolving Commitments pursuant to this Section, the Aggregate Revolving Commitments may not exceed $437,500,000such requested Commitment Increase (each an “Increasing Lender”) by providing shall give written notice to the Administrative Agent, Agent on or prior to the Commitment Date of the amount by which notice shall be irrevocable once given. Each such increase in the Revolving Commitments must be in an aggregate minimum amount of $15,000,000. No Lender shall be required 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. If 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 new 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 becomes a party to this Agreement, or if any existing 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 agrees is willing to increase its Revolving Commitment), such 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 it becomes 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 Lender hereunder Limited Condition Acquisition, if agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amount, (or increases its Revolving Commitmentx) 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) (any representations and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (warranties qualified by materiality or in the case of an existing Lender, the increase in the amount of its Revolving Commitment PercentageMaterial Adverse Effect, in each case all respects) as determined after giving effect to the increase of the Aggregate Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent applicable closing date for the account of such other Lenders, in same day funds, an amount equal to the sum of Requested Increase Amount shall be (A) customary “specified representations” with respect to the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus applicable acquired company or business and (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount representations and warranties made by or on behalf of such Revolving Loans. The Borrower shall pay the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Increasing Lenders amounts payableor the Additional Lenders, if any, but only to the extent that Holdings or the applicable Subsidiary has the right to terminate its obligations under such Lenders under Section 2.18 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 prepayment only condition with respect to absence of any such Revolving Loans. No increase of the Aggregate Revolving Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the effective date absence of a Default or Event of Default at the time such increase. In connection with any increase in acquisition agreement is entered into; (ii) to the Aggregate Revolving Commitments pursuant to this Sectionextent reasonably requested by the Administrative Agent, (a) any Lender becoming a party hereto shall execute such documents and agreements as receipt by the Administrative Agent may 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 request, including but not limited satisfactory to an Accession Agreement the Administrative Agent 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 make appropriate arrangements so that each new Lenderhave 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 existing Lender increasing its upfront fees, which may be as agreed by the Borrower and the Revolving Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Revolving Commitment within 2 Business Days of such Lender's request therefor.Lenders 73

Increase of Revolving Commitments. The With the prior consent of the Agent, the Borrower shall have the right at any time and from time to time from the Closing Date through and including the Commitment Termination Date to request increases in the Aggregate aggregate amount of the Revolving Commitments (provided that after giving effect to any increases in the Aggregate Revolving Commitments pursuant to this Section, the Aggregate aggregate amount of the Revolving Commitments may not exceed $437,500,000500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Revolving Commitments must be in an aggregate minimum amount of $15,000,00010,000,000 and integral multiples of $1,000,000 in excess thereof. No Revolving Lender shall be required to increase its Revolving CommitmentCommitment and any new Revolving Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender agrees to increase its Revolving Commitment, such Revolving Lender shall on the date it becomes a Revolving Lender hereunder (or increases its Revolving Commitment, in the case of an existing Revolving Lender) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Revolving Commitment Percentage, in each case as determined after giving effect to the increase of the Aggregate Revolving Commitments) of any outstanding Revolving LoansLoans and Letter of Credit Liabilities, by making available to the Administrative Agent for the account of such other LendersRevolving Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Revolving Lender plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.5.(j) which have not been repaid plus (C) interest accrued and unpaid to (A) the Borrower shall certify to and as any Person to become a Revolving Lender or any Revolving Lender increasing the amount of its Revolving Commitment whether (x) a Default or Event of Default exists on the effective date of such increase and (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 party is not true or correct on the effective date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay increase (except for representations or warranties which expressly relate solely to the Lenders amounts payable, if any, to such Lenders under Section 2.18 as a result of the prepayment of any such Revolving Loans. No increase of the Aggregate Revolving Commitments may be effected under this Section an earlier date) and (B) if a Default or Event of Default shall be in existence exists or any such representation or warranty is not true or correct on the effective date of such increase, any Person to become a Revolving Lender or any Revolving Lender to increase the amount of its Revolving Commitment may in its sole discretion elect not to do so. In connection with any increase in the Aggregate aggregate amount of the Revolving Commitments pursuant to this Sectionsubsection, (a) any Revolving Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request, including but not limited to an Accession Agreement request and (b) the Borrower shall make appropriate arrangements so that each new Revolving Lender, and any existing Revolving Lender increasing its Revolving Commitment, receives a new or replacement Note, as appropriate, in the amount of such Revolving Lender's Revolving Commitment within 2 Business Days of such Lender's request thereforthe effectiveness of the applicable increase in the aggregate amount of Revolving Commitments.

Increase of Revolving Commitments. (a) The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Commitment Termination Date to request increases in the Aggregate Revolving Commitments (provided that after giving effect to any increases in the Aggregate Revolving Commitments pursuant to this SectionCompany may on one or more occasions, the Aggregate Revolving Commitments may not exceed $437,500,000) by providing written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which notice may include any Lender, cause new Revolving Commitments to be 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) the aggregate amount of all Commitment Increases effected pursuant to this paragraph shall not exceed $250,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be irrevocable once givensubject to the approval of the Administrative Agent and the Company (in each case not to be unreasonably withheld or delayed), (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company and (iv) no Lender shall be required to participate in any Commitment Increase. Each New Revolving Commitments and increases in Revolving Commitments shall, subject to the terms and conditions of this Section, become effective on the date specified in the applicable notice delivered pursuant to this paragraph. Upon the effectiveness of any accession agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all the obligations, of a Revolving Lender hereunder. For the avoidance of doubt, upon the effectiveness of any Commitment Increase, the Applicable Percentages of all the Revolving Lenders shall automatically be adjusted to give effect thereto. On the effective date of any Commitment Increase pursuant to this Section (the “Increase Effective Date”), (i) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Loans”) immediately prior to giving effect to such Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Company shall be deemed to have requested new Revolving Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Revolving Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage of the Revolving Commitments (calculated after giving effect to the Commitment Increase) of each Subsequent Borrowing and (B) such Lender’s Applicable Percentage of the Revolving Commitments (calculated without giving effect to the Commitment Increase) of each Borrowing comprised of Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage of the Revolving Commitments (calculated without giving effect to the Commitment Increase) of each Borrowing comprised of Initial Loans and (B) such Lender’s Applicable Percentage of the Revolving Commitments (calculated after giving effect to the Commitment Increase) of the amount of each Subsequent Borrowing, (v) each Increasing Lender and each other Revolving Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vi) the Company shall pay to each Revolving Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Company pursuant to the provisions of Section 2.14 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, no increase in the Revolving Commitments must be in an aggregate minimum amount of $15,000,000. No Lender shall be required to increase its Revolving Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Revolving Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Revolving Commitment Percentageof any Lender) shall become effective under this Section unless, on the applicable Increase Effective Date, (A) the conditions set forth in each case Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as determined to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such Commitment Increase, (C) after giving effect to such Commitment Increase (and assuming that the increase full amount of the Aggregate Revolving CommitmentsCommitments shall have been funded as Loans on such date), and any related transaction, on a pro forma basis in accordance with Section 1.04(b), the Company shall be in compliance with the covenants set forth in Sections 6.07 and 6.08 (in each case, calculated as of the last day of or for the period of four consecutive fiscal quarters of the Company then most recently ended for which the financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or prior to the first such delivery, as of any outstanding Revolving Loansor for such period ended on June 30, by making available 2014)), and (D) all fees and expenses owing in respect of such Commitment Increase to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.18 as a result of the prepayment of any such Revolving Loans. No increase of the Aggregate Revolving Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the effective date of such increase. In connection with any increase in the Aggregate Revolving Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request, including but not limited to an Accession Agreement and (b) the Borrower shall 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 within 2 Business Days of such Lender's request thereforhave been paid.

Increase of Revolving Commitments. (a) The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Commitment Termination Date to request increases in the Aggregate Revolving Commitments (provided that after giving effect to any increases in the Aggregate Revolving Commitments pursuant to this Sectionmay on one or more occasions, the Aggregate Revolving Commitments may not exceed $437,500,000) by providing written notice to the Administrative Agent, executed by the Borrower and one or more commercial banks, finance companies, insurance companies or other financial institutions or funds (any such Person referred to in this Section being called an “Increasing Lender”), which notice may include any Lender, cause new Revolving Commitments to be 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) the 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 irrevocable once given. Each such increase subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Revolving Commitments must Administrative Agent and the Borrower (an “Accession Agreement”) and (iv) each Commitment Increase shall be in an aggregate minimum principal amount of not less than $15,000,00025,000,000. No New Revolving Commitments and increases in Revolving Commitments shall become effective on the date specified in the applicable notice delivered pursuant to this paragraph (which shall not be a date preceding the date of the delivery of such notice to the Administrative Agent); provided, however, that (A) the Commitment Increase of any Increasing Lender that is not already a Lender shall not be required effective until and unless such Increasing Lender shall have delivered to increase its Revolving Commitmentthe 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 a certificate, dated as of such 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 (b) of Section 4.02 are satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension or increase). If Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a new party, (1) such Increasing Lender becomes shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and 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 Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Revolving Commitment of a Lender already a party hereto, or if Schedule 2.01 shall be deemed to have been amended to reflect the increased Revolving Commitment of such Lender. (b) On the effective date of any existing Lender agrees Commitment Increase pursuant to increase its this Section (the “Increase Effective Date”), (i) the aggregate principal amount of the Revolving CommitmentLoans outstanding (the “Initial Loans”) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, such (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have received new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Revolving Lender shall on pay to the date it becomes a Lender hereunder Administrative Agent in same day funds an amount equal to the difference, if positive, between (or increases its Revolving Commitment, in the case of an existing A) such Lender) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment ’s Applicable Percentage (or in the case of an existing Lender, the increase in the amount of its Revolving Commitment Percentage, in each case as determined calculated after giving effect to the increase Commitment Increase) of the Aggregate Revolving CommitmentsSubsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) of any outstanding Revolving the Initial Loans, by making available to (iv) after the Administrative Agent for receives the account funds specified in clause (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such other Lenders, in same day funds, an amount funds that is equal to the sum of difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the portion Commitment Increase) of the outstanding principal amount of such Revolving Initial Loans to be purchased by such Lender plus and (B) interest accrued and unpaid such Lender’s Applicable Percentage (calculated after giving effect to and as of such date on such portion the Commitment Increase) of the outstanding principal amount of such the Subsequent Borrowings, (v) each Increasing Lender and each other Revolving Loans. The Borrower Lender shall pay be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Lenders amounts payable, if any, to such Lenders under Section 2.18 as a result of the prepayment of any such Revolving Loans. No increase of the Aggregate Revolving Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the effective date of such increase. In connection with any increase in the Aggregate Revolving Commitments pursuant to this Section, (aCommitment Increase) any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request, including but not limited to an Accession Agreement and (bvi) the Borrower shall make appropriate arrangements so that pay each new Lender, Revolving Lender any and any existing Lender increasing its Revolving Commitment, receives a new or replacement Note, as appropriate, all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each LIBO Rate Loan shall be subject to indemnification by the amount Borrower pursuant to the provisions of such Lender's Revolving Commitment within 2 Business Days Section 2.16 if the Increase Effective Date occurs other than on the last day of such Lender's request thereforthe Interest Period relating thereto and breakage costs result.