Common use of Increase of Revolving Credit Commitments Clause in Contracts

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Margin.

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any such New Revolving new Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Total Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00$385,000,000, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any which for this purpose includes all upfront fees, any or similar fees (with such upfront fees being converted to interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates margin as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by ) (the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any which for this purpose includes all upfront fees, any or similar fees (with such upfront fees being converted to interest rate floors, and any OID, with upfront fees and OID being equated to interest rates margin as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased adjusted to equal the Incremental Revolving Margin.

Increase of Revolving Credit Commitments. (a) In HomeSide may from time to time, by notice to the event Administrative Agent, request that the Borrower wishes Tranche A and Tranche B Commitments be increased by an aggregate amount that is not less than $10,000,000 and will not result in the aggregate amount of the Commitments for all Lenders exceeding $3,000,000,000 after giving effect thereto, provided that such increase shall be allocated proportionally among the Tranche A Commitments and Tranche B Commitments such that, after giving effect to increase such increase, the Total Revolving Credit total amount of each of the Tranche A Commitments at any time when no Default or Event and Tranche B Commitments bears the same relative proportion immediately before giving effect thereto. Upon receipt of Default has occurred and is continuing, it shall notify such notice the Administrative Agent will seek the agreement of one or more existing or new Lenders to increase or, in writing the case of new Lenders, provide, its or their Tranche A Commitments and Tranche B Commitments in an aggregate amount equal to the amount increase so requested by such Borrower. (the “Offered Increase Amount”b) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer If one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower have agreed to increase its Revolving Credit Commitment or their Tranche A Commitments and Tranche B Commitments pursuant to 2.19 a request made as described in the foregoing clause (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) it being understood that no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable agree to any increased Revolving Credit such increase of its Commitments) in an aggregate amount not less than $10,000,000, such increases and such new Tranche A Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by Tranche B Commitments shall become effective on a date mutually agreed upon among the Administrative Agent based on an assumed three-year life Agent, HomeSide and the Lenders providing such increase and/or such new Commitments and shall be implemented pursuant to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the existing Revolving Credit Commitments Administrative Agent, providing, among other things, for adjustments to cause Tranche A Loans and the Tranche B Loans of each Lender to correspond ratably to their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages, as applicable, after giving effect to such increase (including any upfront feesincluding, any interest rate floorswithout limitation, by providing for prepaying and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by reborrowing all then outstanding Loans of the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Marginaffected Tranches)."

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Total Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00$700,000,000, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any which for this purpose includes all upfront fees, any or similar fees (with such upfront fees being converted to interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates margin as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by ) (the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any which for this purpose includes all upfront fees, any or similar fees (with such upfront fees being converted to interest rate floors, and any OID, with upfront fees and OID being equated to interest rates margin as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased adjusted to equal the Incremental Revolving Margin.

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments If at any time when after the Closing Date, and so long as no Event of Default or Event of Potential Default has occurred and is continuing, it the Borrower desires to increase the Revolving Credit Commitments, the Borrower shall notify the Administrative Agent Agent, who will promptly notify each Bank thereof, provided that any such increase shall be in writing a minimum of Ten Million and 00/100 Dollars ($10,000,000.00) and the amount aggregate of all such increases shall not exceed Fifty Million and 00/100 Dollars ($50,000,000.00). The existing Banks shall have the “Offered Increase Amount”right at any time within thirty (30) of days following such proposed notice to increase (their respective Revolving Credit Commitments so as to provide such notice, a “additional Revolving Credit Commitment Increase Notice”)pro-rata in accordance with the Ratable Share of each, and the Administrative Agent shall notify each Lender any portion of such proposed requested increase and which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than one existing Bank desires to increase its Revolving Credit Commitment in respect of the portion not provided by an existing Bank, such participating Banks shall provide such portion of the additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and Revolving Credit Commitments on a pro rata basis in accordance with the consent of proportion that their respective Ratable Share bears to each other, and thereafter, to the Administrative extent not provided by existing Banks, to any additional lending institution or institutions proposed by the Borrower and which is approved by the Agent and the Issuing Lender (which consents shall approval will not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become becomes a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with documentation reasonably acceptable to the Agent and prepared at the Borrower's expense, which documentation may be executed by the Borrower and the Administrative Agent whereupon (as agent for the Banks) without further consent or action of the Banks, such bankconsent hereby deemed to be irrevocably given to the Agent by the Banks; provided, financial however, that the Borrower shall have the right to have all of such increase provided by such approved additional lending institution or other entity (herein called a “New institutions if all the existing Banks decline to increase their Revolving Lender”) shall become a Lender for all purposes Credit Commitments to accommodate any such requested increase. In the event of any such increase in the aggregate Revolving Credit Commitments and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that in the Revolving Credit Commitment of any such New Revolving Lender shall Bank effected pursuant to the terms of this Section 2.10, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Agent, be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it executed and delivered by the Borrower and, to increase its the extent deemed appropriate by the Agent, the surrender and cancellation of existing Note(s); and the Borrower shall execute and deliver such additional documentation setting forth the new Revolving Credit Commitment pursuant to 2.19 Commitments and Ratable Shares as the Agent shall reasonably request (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with which documentation may be executed by the Borrower and the Administrative AgentAgent (as agent for the Banks) without further consent or action of the Banks, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be consent herein is deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything irrevocably given to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined Agent by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving MarginBanks).

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Margin.

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Total Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but and assuming full utilization of only the Revolving Credit Commitments after giving effect to the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Margin.

Increase of Revolving Credit Commitments. (a) In If, prior to and after giving effect to any increase in the event that the Borrower wishes to increase the Total Revolving Credit Commitments pursuant to this Section 2.20, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, Borrower may at any time when no Default or Event and from time to time, request an increase of Default has occurred and is continuing, it shall notify the aggregate Revolving Credit Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”); provided, and however, that (i) each such increase shall be at least $10,000,000, (ii) the Administrative Agent aggregate cumulative increase in Revolving Credit Commitments pursuant to this Section 2.20 shall notify each Lender not exceed $200,000,000, (iii) the sum of such proposed increase and provide such additional information regarding such proposed increase as the Revolving Credit Commitments of all Lenders under this Agreement shall not exceed $500,000,000, (iv) the Revolving Credit Commitment of any Lender may reasonably requestnot be increased without such Lender’s consent, which consent may be withheld in such Lender’s sole and absolute discretion, and (v) the Market Value is equal to or greater than four (4) times the Threshold Value (calculated at the time of, and after giving effect to, such increase). The If the conditions in clauses (i) through (v) above have been satisfied, the Borrower may, at in its election and sole discretion, but with the consent of the Administrative Agent and the Issuing as to any Person that is not at such time a Lender (which consents consent shall not be unreasonably withheldwithheld or delayed), (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of the Offered Increase Amount increased Revolving Credit Commitments pursuant to paragraph (c) below and/or by notifying the Administrative Agent. Promptly and in any event within five (ii5) Business Days after receipt of notice from the Borrower of its desire to offer one increased Revolving Credit Commitments to certain existing Lenders, to the additional banks or more additional banks, to financial institutions identified therein or other entities such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the Offered Increase Amount pursuant to paragraph (b) below. Each increased Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offerCommitments. (b) Any Lender that accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to this Section 2.20 shall, in each case, execute an agreement (a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit G, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and the definition of Revolving Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that fails to timely execute and deliver a Commitment Increase Agreement as reasonably requested by the Administrative Agent shall be deemed to have rejected Borrower’ offer to increase its Revolving Credit Commitment. Any additional bank, bank or financial institution or other entity which that the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute and deliver to the Administrative Agent a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity Agreement (herein called a “New Lender Agreement”), in substantially the form attached hereto as Exhibit H, setting forth its Revolving Credit Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (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 Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Revolving Credit Commitments of the Lenders by the Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder. (c) Any The effectiveness of any New Lender which accepts an offer to it Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shallthe Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, substantially the Administrative Agent shall reflect the increases in the form of Exhibit L, whereupon Commitments effected by such Lender shall be bound agreements by and entitled to appropriate entries in the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such LenderRegister. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall If any transaction effected bank or financial institution becomes a New Lender pursuant to this Section 2.19 cause 2.20(b) or any Lender’s Revolving Credit Commitment is increased pursuant to Section 2.20(b), additional Revolving Credit Loans made on or after the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on a pro forma basis after giving effect to the proposed increased their respective Revolving Credit Commitments in effect on or after such Re-Allocation Date (but assuming full utilization except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of only the proposed Loans in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Revolving Credit Commitments, if applicableto the extent of, and without giving any effect to any proceeds thereof received pro rata based on, their respective Revolving Credit Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan(s), on the date of such increase, and the making of new Loans of the same Type pro rata based on the respective Revolving Credit Commitments; provided, however, for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and 4.02, the use of proceeds making of such Incremental Term new Loans and shall be deemed continuations of Borrowings. (e) If on any concurrent incurrence Re-Allocation Date there is an unpaid principal amount of Revolving Credit Eurodollar Loans, and without giving such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any effect to any proceeds thereof received for purposes in accordance with the applicable provisions of determining Consolidated Net Debtthis Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent respective Lenders holding such Eurodollar Loans pro rata based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Marginrespective principal amounts thereof outstanding.

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments If at any time when after the Closing Date, and so long as no Event of Default or Event of Potential Default has occurred and is continuing, it the Borrower desires to increase the Revolving Credit Commitments, the Borrower shall notify the Administrative Agent Agent, who will promptly notify each Bank thereof, provided that any such increase shall be in writing a minimum amount of Twenty Five Million and 00/100 Dollars ($25,000,000.00) and the aggregate of all such increases shall not exceed Seventy-Five Million and 00/100 Dollars ($75,000,000.00), without the prior consent of all of the amount Banks. The existing Banks shall have the right at any time within thirty (the “Offered Increase Amount”30) of days following such proposed notice to increase (their respective Revolving Credit Commitments so as to provide such notice, a “additional Revolving Credit Commitment Increase Notice”)pro-rata in accordance with the Ratable Share of each, and the Administrative Agent shall notify each Lender any portion of such proposed requested increase and which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than one existing Bank desires to increase its Revolving Credit Commitment in respect of the portion not provided by an existing Bank, such participating Banks shall provide such portion of the additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and Revolving Credit Commitments on a pro rata basis in accordance with the consent of proportion that their respective Ratable Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or institutions proposed by the Borrower and which is approved by the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become becomes a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with documentation reasonably acceptable to the Administrative Agent and prepared at the Borrower's expense, which documentation may be executed by the Borrower and the Administrative Agent whereupon (as agent for the Banks) without further consent or action of the Banks, such bankconsent hereby deemed to be irrevocably given to the Administrative Agent by the Banks; provided, financial however, that the Borrower shall have the right to have all of such increase provided by such approved additional lending institution or other entity (herein called a “New institutions if all the existing Banks decline to increase their Revolving Lender”) shall become a Lender for all purposes Credit Commitments to accommodate any such requested increase. In the event of any such increase in the aggregate Revolving Credit Commitments and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that in the Revolving Credit Commitment of any such New Revolving Lender shall Bank effected pursuant to the terms of this Section 2.10, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Administrative Agent, be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it executed and delivered by the Borrower and, to increase its the extent deemed appropriate by the Administrative Agent, the surrender and cancellation of existing Note(s); and the Borrower shall execute and deliver such additional documentation setting forth the new Revolving Credit Commitment pursuant to 2.19 Commitments and Ratable Shares as the Administrative Agent shall reasonably request (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with which documentation may be executed by the Borrower and the Administrative AgentAgent (as agent for the Banks) without further consent or action of the Banks, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be consent herein is deemed to be amended irrevocably given to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving MarginBanks).

Increase of Revolving Credit Commitments. (a) In The Borrower shall have the event right at any time after the Closing Date to request that the Borrower wishes to increase the Total aggregate Revolving Credit 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 Lenders, at least twenty (20) Business Days’ prior written notice (a “Notice of Increase”) of any time when no Default or Event such requested increase specifying the aggregate amount by which the Revolving Credit Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, the requested date of Default has occurred increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Lender that is continuing, it willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall notify give written notice to the Administrative Agent in writing on or prior to the Commitment Date of the amount (the “Offered Increase Amount”) of such proposed by which it is willing to increase (such notice, a “its Revolving Credit Commitment. (ii) Promptly following each Commitment Increase Notice”)Date, and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase the Borrower as any Lender to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer extend offers to one or more Eligible Assignees, each of the Lenders the opportunity which must be reasonably satisfactory to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banksto participate in any portion of the requested Commitment Increase; provided, financial institutions or other entities of such offer. (b) Any additional bankhowever, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any each such New Revolving Lender Eligible Assignee shall be in an amount of not less than $5,000,000. (c) 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Any Lender which accepts an offer such Eligible Assignee that agrees to it by the Borrower to increase its acquire a Revolving Credit Commitment pursuant to 2.19hereto is herein called an “Additional Lender”. (aiii) (i) shallEffective on the Requested Increase Date, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled subject to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increasedterms and conditions hereof, and (x) Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) I shall be deemed to be amended to so increase reflect the increases contemplated hereby, (y) the Revolving Credit Commitment of such Lender. each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (d) Notwithstanding anything to the contrary in this Section 2.19, (i) but in no event shall any transaction effected pursuant to this Section 2.19 cause greater than the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to amount the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of amount by which such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation is willing to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion Commitment), and (iiiz) if each Additional Lender shall enter into an agreement in form and substance satisfactory to the interest rates Borrower and fees applicable the Administrative Agent pursuant to any increased which it shall undertake, as of such Requested Increase Date, a new Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably Commitment in an amount determined by the Administrative Agent based and the Borrower (but in no event greater than the amount the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 2.18(d). (iv) If on an assumed three-year life the Requested Increase Date there are any Advances outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or (subject to maturity, but excluding any arrangement, underwriting or similar fee paid compliance by the Borrower)(the “Incremental Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders such that, after giving effect thereto, the Advances (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Margin”Credit Commitments. On and after each Increase Date, the Ratable Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (v) exceed The Borrower may not exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the interest rate margin applicable Closing Date. (b) Anything in this Section 2.19 to the existing contrary notwithstanding, no increase in the aggregate Revolving Credit Commitments hereunder pursuant to this Section shall be effective unless: (including any upfront feesi) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, any interest rate floors(x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject to updating in the case of Sections 4.01(n) and 4.01(o)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and any OID, with upfront fees warranties shall be true and OID being equated to interest rates correct in all material respects as reasonably determined by of such earlier date); (ii) the Administrative Agent based shall have received on or before the relevant Requested Increase Date: (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and (B) an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by opinion of counsel for the Borrower) then such interest rate margin applicable Borrower reasonably satisfactory to the existing Administrative Agent. (iii) on and as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the Xxxxx’x Rating and the S&P Rating shall be at least equal to Baa3 and BBB- respectively; (iv) the Borrower shall not previously have reduced the Revolving Credit Commitments under Section 2.05; and (v) after giving effect to any such increase the aggregate amount of the Revolving Credit Commitments shall be increased to equal the Incremental Revolving Marginnot exceed $300,000,000.

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum 2.1 hereto (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 and Incremental Equivalent Debt (and the use of proceeds of such Incremental Term Loans Loans, Incremental Equivalent Debt and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net DebtDebt provided that to the extent the proceeds thereof are used substantially concurrently to repay any Indebtedness, the Borrower shall be permitted to give pro forma effect to such repayment of Indebtedness), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the Borrower) (the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Margin.

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments If at any time when after the Closing Date, and so long as no Event of Default or Event of Potential Default has occurred and is continuing, it the Borrower desires to increase the Revolving Credit Commitments, the Borrower shall notify the Administrative Agent Agent, who will promptly notify each Bank thereof, provided that any such increase shall be in writing a minimum amount of Twenty Five Million and 00/100 Dollars ($25,000,000.00) and the aggregate of all such increases shall not exceed Seventy-Five Million and 00/100 Dollars ($75,000,000.00), without the prior consent of all of the amount Banks. The existing Banks shall have the right at any time within thirty (the “Offered Increase Amount”30) of days following such proposed notice to increase (their respective Revolving Credit Commitments so as to provide such notice, a “additional Revolving Credit Commitment Increase Notice”)pro-rata in accordance with the Ratable Share of each, and the Administrative Agent shall notify each Lender any portion of such proposed requested increase and which is not provided by any such existing Bank shall be available to the other existing Banks; provided, that if more than one existing Bank desires to increase its Revolving Credit Commitment in respect of the portion not provided by an existing Bank, such participating Banks shall provide such portion of the additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and Revolving Credit Commitments on a pro rata basis in accordance with the consent of proportion that their respective Ratable Share bears to each other, and thereafter, to the extent not provided by existing Banks, to any additional lending institution or institutions proposed by the Borrower and which is approved by the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become becomes a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with documentation reasonably acceptable to the Administrative Agent and prepared at the Borrower’s expense, which documentation may be executed by the Borrower and the Administrative Agent whereupon (as agent for the Banks) without further consent or action of the Banks, such bankconsent hereby deemed to be irrevocably given to the Administrative Agent by the Banks; provided, financial however, that the Borrower shall have the right to have all of such increase provided by such approved additional lending institution or other entity (herein called a “New institutions if all the existing Banks decline to increase their Revolving Lender”) shall become a Lender for all purposes Credit Commitments to accommodate any such requested increase. In the event of any such increase in the aggregate Revolving Credit Commitments and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that in the Revolving Credit Commitment of any such New Revolving Lender shall Bank effected pursuant to the terms of this Section 2.10, new Notes shall, to the extent deemed reasonably necessary or appropriate by the Administrative Agent, be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it executed and delivered by the Borrower and, to increase its the extent deemed appropriate by the Administrative Agent, the surrender and cancellation of existing Note(s); and the Borrower shall execute and deliver such additional documentation setting forth the new Revolving Credit Commitment pursuant to 2.19 Commitments and Ratable Shares as the Administrative Agent shall reasonably request (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with which documentation may be executed by the Borrower and the Administrative AgentAgent (as agent for the Banks) without further consent or action of the Banks, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be consent herein is deemed to be amended irrevocably given to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving MarginBanks).

Increase of Revolving Credit Commitments. (a) In The Borrower shall have the event right at any time after the Closing Date to request that the Borrower wishes to increase the Total aggregate Revolving Credit 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 Lenders, at least twenty (20) Business Days’ prior written notice (a “Notice of Increase”) of any time when no Default or Event such requested increase specifying the aggregate amount by which the Revolving Credit Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, the requested date of Default has occurred increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Lender that is continuing, it willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall notify give written notice to the Administrative Agent in writing on or prior to the Commitment Date of the amount (the “Offered Increase Amount”) of such proposed by which it is willing to increase (such notice, a “its Revolving Credit Commitment. (ii) Promptly following each Commitment Increase Notice”)Date, and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase the Borrower as any Lender to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer extend offers to one or more Eligible Assignees, each of the Lenders the opportunity which must be reasonably satisfactory to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banksto participate in any portion of the requested Commitment Increase; provided, financial institutions or other entities of such offer. (b) Any additional bankhowever, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any each such New Revolving Lender Eligible Assignee shall be in an amount of not less than $5,000,000. (c) 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Any Lender which accepts an offer such Eligible Assignee that agrees to it by the Borrower to increase its acquire a Revolving Credit Commitment pursuant to 2.19hereto is herein called an “Additional Lender”. (aiii) (i) shallEffective on the Requested Increase Date, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled subject to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increasedterms and conditions hereof, and (x) Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) I shall be deemed to be amended to so increase reflect the increases contemplated hereby, (y) the Revolving Credit Commitment of such Lender. each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (d) Notwithstanding anything to the contrary in this Section 2.19, (i) but in no event shall any transaction effected pursuant to this Section 2.19 cause greater than the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to amount the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of amount by which such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation is willing to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion Commitment), and (iiiz) if each Additional Lender shall enter into an agreement in form and substance satisfactory to the interest rates Borrower and fees applicable the Administrative Agent pursuant to any increased which it shall undertake, as of such Requested Increase Date, a new Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably Commitment in an amount determined by the Administrative Agent based and the Borrower (but in no event greater than the amount the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 2.18(d). (iv) If on an assumed three-year life the Requested Increase Date there are any Advances outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or (subject to maturity, but excluding any arrangement, underwriting or similar fee paid compliance by the Borrower)(the “Incremental Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders such that, after giving effect thereto, the Advances (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Margin”Credit Commitments. On and after each Increase Date, the Ratable Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (v) exceed The Borrower may not exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the interest rate margin applicable Closing Date. (b) Anything in this Section 2.19 to the existing contrary notwithstanding, no increase in the aggregate Revolving Credit Commitments hereunder pursuant to this Section shall be effective unless: (including any upfront feesi) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, any interest rate floors(x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject to updating in the case of Section 4.01(n)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and any OID, with upfront fees warranties shall be true and OID being equated to interest rates correct in all material respects as reasonably determined by of such earlier date); (ii) the Administrative Agent based shall have received on or before the relevant Requested Increase Date: (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and (B) an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by opinion of counsel for the Borrower) then such interest rate margin applicable Borrower reasonably satisfactory to the existing Administrative Agent. (iii) on and as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the Xxxxx’x Rating and the S&P Rating shall be at least equal to Baa3 and BBB- respectively; (iv) the Borrower shall not previously have reduced the Revolving Credit Commitments under Section 2.05; and (v) after giving effect to any such increase the aggregate amount of the Revolving Credit Commitments shall be increased to equal the Incremental Revolving Marginnot exceed $450,000,000.

Increase of Revolving Credit Commitments. (a) In Notwithstanding anything to the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent contrary contained in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrowerthis Agreement, the Administrative Agent, will notify such Lenders and/or banks, the Borrower and one or more financial institutions or other entities of such offer. (bincluding any existing Lender) Any additional bank, financial institution or other entity which the Borrower selects may from time to offer participation in the increased Revolving Credit Commitments and which elects to become a party time enter into an amendment to this Agreement and provide solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (or, if such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that (a) after giving effect to such amendment, (i) the aggregate Revolving Credit Commitments of all of the Lenders (including any new Lender) will not exceed One Hundred Seventy-Five Million Dollars ($175,000,000) and (ii) the sum of (A) the aggregate amount of increases in an amount so offered and accepted by it the Revolving Credit Commitments made pursuant to this Section 2.19(a)(ii14.23 plus (B) the aggregate amount of Incremental Term Loans shall execute not exceed Seventy-Five Million Dollars ($75,000,000), (b) on the effective date of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments of all of the Lenders after giving effect to such amendment, and the new Lender (or the existing Lender whose Commitment is being increased) will pay to the Administrative Agent for the account of the other Lenders such amount as is necessary to accomplish such result, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a New Lender Supplement with Addendum accepted and agreed to by the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving Lender”) shall become a Lender for all purposes and with respect to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that the such Revolving Credit Commitment of any such New (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer obligated to it by the Borrower to enter into any such amendment or increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon Commitment. Any such Lender amendment shall be bound by in form and entitled substance satisfactory to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life who shall promptly provide a copy thereof to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Margineach Lender.

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments If at any time when after the Closing Date, so long as no Default or Event of Default has occurred and is continuing, it shall notify the Borrowers may, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are approved by the Administrative Agent in writing of the amount (the each, an “Offered Increase AmountAdditional Lender”) provide additional Revolving Credit Commitments; provided that the aggregate amount of such proposed increase (additional Revolving Credit Commitments made pursuant to this Section 2.10(c) shall not exceed $12,500,000. Upon receipt of such notice, Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or Additional Lenders to provide such additional Revolving Credit Commitments. Nothing contained in this Section 2.01(c) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Revolving Credit Commitments. If and to the extent that any Lenders and/or Additional Lenders agree, in their sole discretion, to provide any such additional Revolving Credit Commitments, (1) any Additional Lender shall execute a “counterpart signature page to this agreement and deliver originally executed copies of such signature page to the Company and Administrative Agent, (2) the Revolving Credit Commitment Increase Notice”)amount shall be increased by the amount of additional Revolving Credit Commitments agreed to be so provided, (3) the pro rata shares of the respective Lenders in respect of the Revolving Credit Commitments shall be proportionally adjusted, (4) at such time and in such manner as the Borrowers and the Administrative Agent shall notify agree (it being understood that the Borrowers and Administrative Agent will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBOR Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall be deemed to have assigned and assumed outstanding Revolving Loans and participations in outstanding Letters of Credit held by each Lender to conform to the respective percentages of such proposed increase the applicable Revolving Credit Commitments of the Lenders, (5) the Borrowers shall execute and provide such deliver any additional information regarding such proposed increase Notes or other amendments or modifications to this Agreement or any other Loan Document as any Lender Agent may reasonably request. The Borrower may, at its election and with which amendments or modifications, notwithstanding Section 10.01, shall require only the consent of the Administrative Agent and the Issuing Lender Borrowers and not the consent of any Lender, and (which consents shall not be unreasonably withheld), (i6) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party made pursuant to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii2.01(c) shall execute a New Lender Supplement with be permitted indebtedness under the Borrower Sub Debt Documents and the Administrative Agent whereupon such bank, financial institution shall constitute “Senior Indebtedness” or other entity (herein called a “New Revolving Lender”) shall become a Lender for all purposes and similar term relating to the same extent Obligations (as if originally a party hereto defined in the Sub Debt Documents) and all such Obligations shall be bound by and entitled to the benefits of this Agreement, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer to it subordination created by the Borrower to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such LenderSub Debt Documents. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Margin.

Increase of Revolving Credit Commitments. (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (ba) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. (cb) Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (dc) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Margin.

Increase of Revolving Credit Commitments. (a) In If, prior to and after giving effect to any increase in the event that the Borrower wishes to increase the Total Revolving Credit Commitments pursuant to this Section 2.20, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, Borrower may at any time when no Default or Event and from time to time, request an increase of Default has occurred and is continuing, it shall notify the aggregate Revolving Credit Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”); provided, and however, that (i) each such increase shall be at least $10,000,000, (ii) the Administrative Agent aggregate cumulative increase in Revolving Credit Commitments pursuant to this Section 2.20 shall notify each Lender not exceed $200,000,000, (iii) the sum of such proposed increase and provide such additional information regarding such proposed increase as the Revolving Credit Commitments of all Lenders under this Agreement shall not exceed $500,000,000, (iv) the Revolving Credit Commitment of any Lender may reasonably requestnot be increased without such Lender’s consent, and (v) the Market Value is equal to or greater than four (4) times the Threshold Value (calculated at the time of, and after giving effect to, such increase). The If the conditions in clauses (i) through (v) above have been satisfied, the Borrower may, at in its election and sole discretion, but with the consent of the Administrative Agent and the Issuing as to any Person that is not at such time a Lender (which consents consent shall not be unreasonably withheldwithheld or delayed), (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of the Offered Increase Amount increased Revolving Credit Commitments pursuant to paragraph (c) below and/or by notifying the Administrative Agent. Promptly and in any event within five (ii5) Business Days after receipt of notice from the Borrower of its desire to offer one increased Revolving Credit Commitments to certain existing Lenders, to the additional banks or more additional banks, to financial institutions identified therein or other entities such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the Offered Increase Amount pursuant to paragraph (b) below. Each increased Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offerCommitments. (b) Any Lender that accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to this Section 2.20 shall, in each case, execute an agreement (a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit G, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and the definition of Revolving Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that fails to timely execute and deliver a Commitment Increase Agreement as reasonably requested by the Administrative Agent shall be deemed to have rejected Borrower’ offer to increase its Revolving Credit Commitment. Any additional bank, bank or financial institution or other entity which that the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute and deliver to the Administrative Agent a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity Agreement (herein called a “New Lender Agreement”), in substantially the form attached hereto as Exhibit H, setting forth its Revolving Credit Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (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 Credit Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Revolving Credit Commitments of the Lenders by the Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Revolving Lender shall be in an amount not less than $5,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder. (c) Any The effectiveness of any New Lender which accepts an offer to it Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shallthe Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, substantially the Administrative Agent shall reflect the increases in the form of Exhibit L, whereupon Commitments effected by such Lender shall be bound agreements by and entitled to appropriate entries in the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such LenderRegister. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall If any transaction effected bank or financial institution becomes a New Lender pursuant to this Section 2.19 cause 2.20(b) or any Lender’s Revolving Credit Commitment is increased pursuant to Section 2.20(b), additional Revolving Credit Loans made on or after the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on a pro forma basis after giving effect to the proposed increased their respective Revolving Credit Commitments in effect on or after such Re-Allocation Date (but assuming full utilization except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of only the proposed Loans in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Revolving Credit Commitments, if applicableto the extent of, and without giving any effect to any proceeds thereof received pro rata based on, their respective Revolving Credit Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan(s), on the date of such increase, and the making of new Loans of the same Type pro rata based on the respective Revolving Credit Commitments; provided, however, for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and 4.02, the use of proceeds making of such Incremental Term new Loans and shall be deemed continuations of Borrowings. (e) If on any concurrent incurrence Re-Allocation Date there is an unpaid principal amount of Revolving Credit Eurodollar Loans, and without giving such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any effect to any proceeds thereof received for purposes in accordance with the applicable provisions of determining Consolidated Net Debtthis Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent respective Lenders holding such Eurodollar Loans pro rata based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Marginrespective principal amounts thereof outstanding.

Increase of Revolving Credit Commitments. (a) In Notwithstanding anything to the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent contrary contained in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Revolving Credit Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrowerthis Agreement, the Administrative Agent, will notify such Lenders and/or banks, the Borrower and one or more financial institutions or other entities of such offer. (bincluding any existing Lender) Any additional bank, financial institution or other entity which the Borrower selects may from time to offer participation in the increased Revolving Credit Commitments and which elects to become a party time enter into an amendment to this Agreement and provide solely for the purpose of adding such financial institution as a Lender with a Revolving Credit Commitment under this Agreement (or, if such financial institution is already a Lender, increasing its Revolving Credit Commitment); provided that (a) after giving effect to such amendment, (i) the aggregate Revolving Credit Commitments of all of the Lenders (including any new Lender) will not exceed Two Hundred Twenty-Five Million Dollars ($225,000,000) and (ii) the sum of (A) the aggregate amount of increases in an amount so offered and accepted by it the Revolving Credit Commitments made pursuant to this Section 2.19(a)(ii14.22 plus (B) the aggregate amount of Incremental Term Loans shall execute not exceed One Hundred Fifty Million Dollars ($150,000,000), (b) on the effective date of such amendment the outstanding Revolving Credit Loans will be deemed to be reallocated among the Lenders (including any new Lender) so that such Revolving Credit Loans are pro rata to the Revolving Credit Commitments of all of the Lenders after giving effect to such amendment, and the new Lender (or the existing Lender whose Commitment is being increased) will pay to the Administrative Agent for the account of the other Lenders such amount as is necessary to accomplish such result, (c) the Borrower shall simultaneously pay to each existing Lender any funding losses to be incurred by such lender in connection with the payment to be received by such Lender pursuant to clause (b) above, (d) on the effective date of such amendment such financial institution enters into a New Lender Supplement with Addendum accepted and agreed to by the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving Lender”) shall become a Lender for all purposes and with respect to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that the such Revolving Credit Commitment of any such New (or increase in its Revolving Credit Commitment, as the case may be) and (e) no Lender shall be in an amount not less than $5,000,000. (c) Any Lender which accepts an offer obligated to it by the Borrower to enter into any such amendment or increase its Revolving Credit Commitment pursuant to 2.19 (a) (i) shall, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon Commitment. Any such Lender amendment shall be bound by in form and entitled substance satisfactory to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) shall be deemed to be amended to so increase the Revolving Credit Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.19, (i) in no event shall any transaction effected pursuant to this Section 2.19 cause the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion and (iii) if the interest rates and fees applicable to any increased Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life who shall promptly provide a copy thereof to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower)(the “Incremental Revolving Margin”) exceed the interest rate margin applicable to the existing Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any OID, with upfront fees and OID being equated to interest rates as reasonably determined by the Administrative Agent based on an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by the Borrower) then such interest rate margin applicable to the existing Revolving Credit Commitments shall be increased to equal the Incremental Revolving Margineach Lender.

Increase of Revolving Credit Commitments. (a) In The Borrower shall have the event right at any time after the Closing Date to request that the Borrower wishes to increase the Total aggregate Revolving Credit 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 Lenders, at least twenty (20) Business Days’ prior written notice (a “Notice of Increase”) of any time when no Default or Event such requested increase specifying the aggregate amount by which the Revolving Credit Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, the requested date of Default has occurred increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Lender that is continuing, it willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall notify give written notice to the Administrative Agent in writing on or prior to the Commitment Date of the amount (the “Offered Increase Amount”) of such proposed by which it is willing to increase (such notice, a “its Revolving Credit Commitment. (ii) Promptly following each Commitment Increase Notice”)Date, and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase the Borrower as any Lender to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may reasonably request. The Borrower may, at its election and with the consent of the Administrative Agent and the Issuing Lender (which consents shall not be unreasonably withheld), (i) offer extend offers to one or more Eligible Assignees, each of the Lenders the opportunity which must be reasonably satisfactory to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Revolving Credit Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banksto participate in any portion of the requested Commitment Increase; provided, financial institutions or other entities of such offer. (b) Any additional bankhowever, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and provide a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.19(a)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent whereupon such bank, financial institution or other entity (herein called a “New Revolving 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, provided that the Revolving Credit Commitment of any each such New Revolving Lender Eligible Assignee shall be in an amount of not less than $5,000,000. (c) 1,000,000 or an integral multiple of $1,000,000 in excess thereof. Any Lender which accepts an offer such Eligible Assignee that agrees to it by the Borrower to increase its acquire a Revolving Credit Commitment pursuant to 2.19hereto is herein called an “Additional Lender”. (aiii) (i) shallEffective on the Requested Increase Date, in each case, execute a Revolving Credit Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit L, whereupon such Lender shall be bound by and entitled subject to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increasedterms and conditions hereof, and (x) Schedule 1 to such Lender’s Lender Addendum (or such Lender’s Assignment and Acceptance, if applicable) I shall be deemed to be amended to so increase reflect the increases contemplated hereby, (y) the Revolving Credit Commitment of such Lender. each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (d) Notwithstanding anything to the contrary in this Section 2.19, (i) but in no event shall any transaction effected pursuant to this Section 2.19 cause greater than the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to amount the proposed increased Revolving Credit Commitments (but assuming full utilization of only the proposed increased Revolving Credit Commitments, if applicable, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt) and any concurrent incurrence of Incremental Term Loans pursuant to Section 2.20 (and the use of proceeds of amount by which such Incremental Term Loans and of any concurrent incurrence of Revolving Credit Loans, and without giving any effect to any proceeds thereof received for purposes of determining Consolidated Net Debt), to exceed 6.50 to 1.00, (ii) no Lender shall have any obligation is willing to increase its Revolving Credit Commitment unless it agrees to do so in its sole discretion Commitment), and (iiiz) if each Additional Lender shall enter into an agreement in form and substance satisfactory to the interest rates Borrower and fees applicable the Administrative Agent pursuant to any increased which it shall undertake, as of such Requested Increase Date, a new Revolving Credit Commitments (including any upfront fees, any interest rate floors, and any original issue discount (“OID”), with upfront fees and OID being equated to interest rates as reasonably Commitment in an amount determined by the Administrative Agent based and the Borrower (but in no event greater than the amount the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 2.18(d). (iv) If on an assumed three-year life the Requested Increase Date there are any Advances outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or (subject to maturity, but excluding any arrangement, underwriting or similar fee paid compliance by the Borrower)(the “Incremental Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders such that, after giving effect thereto, the Advances (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving Margin”Credit Commitments. On and after each date on which a Commitment Increase occurs, the Ratable Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (v) exceed The Borrower may not exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the interest rate margin applicable Closing Date. (b) Anything in this Section 2.19 to the existing contrary notwithstanding, no increase in the aggregate Revolving Credit Commitments hereunder pursuant to this Section shall be effective unless: (including any upfront feesi) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, any interest rate floors(x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject to updating in the case of Section 4.01(n)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and any OID, with upfront fees warranties shall be true and OID being equated to interest rates correct in all material respects as reasonably determined by of such earlier date); (ii) the Administrative Agent based shall have received on or before the relevant Requested Increase Date: (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and (B) an assumed three-year life to maturity, but excluding any arrangement, underwriting or similar fee paid by opinion of counsel for the Borrower) then such interest rate margin applicable Borrower reasonably satisfactory to the existing Administrative Agent. (iii) on and as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the Xxxxx’x Rating and the S&P Rating shall be at least equal to Baa3 and BBB- respectively; (iv) the Borrower shall not previously have reduced the Revolving Credit Commitments under Section 2.05; and (v) after giving effect to any such increase the aggregate amount of the Revolving Credit Commitments shall be increased to equal the Incremental Revolving Marginnot exceed $750,000,000.