Common use of Increase of Total Revolving Credit Commitment Clause in Contracts

Increase of Total Revolving Credit Commitment. (a) At any time after the Closing Date, provided that no Default or Event of Default shall have occurred and be continuing, the Borrower may request from time to time one or more increases of the Total Revolving Credit Commitment by notice to the Agent in writing of the amount of each such proposed increase (each such notice, a “Revolving Credit Commitment Increase Notice”). Any such Revolving Credit Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the requested increase in the Total Revolving Credit Commitment, and the Agent shall promptly provide to each Lender a copy of any Revolving Credit Commitment Increase Notice received by the Agent. Within ten (10) Business Days after receipt by the Agent of the applicable Revolving Credit Commitment Increase Notice, each Lender wishing to subscribe for its pro rata share of the requested increase in the Total Revolving Credit Commitment must deliver written notice of such fact to the Agent. If any portion of the requested increase in the Total Revolving Credit Commitment is not subscribed for by the Lenders within such 10-day period, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed, so long as such Person is an Eligible Assignee), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Total Revolving Credit Commitment pursuant to Section 2.15 (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer a participation in the unsubscribed portion of the requested increase in the Total Revolving Credit Commitment, and that elects to become a party to this Agreement and obtain a Revolving Credit Commitment, shall execute an agreement (a “New Lender Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a “New Lender”) shall become a Lender for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1(b) shall be deemed to add the name and Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Lender shall be in an amount not less than $5,000,000. (c) Any Lender that accepts an offer by the Borrower to increase its Revolving Credit Commitment pursuant to this Section 2.15 shall, in each case, execute a commitment increase agreement (a “Revolving Credit Commitment Increase Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1.1(b) hereof shall be deemed to be amended to reflect such increase in the Revolving Credit Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Revolving Credit Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower, if any, as the Agent shall reasonably request with respect thereto. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.15(b) or if any Lender’s Revolving Credit Commitment is increased pursuant to Section 2.15(c), additional Revolving Loans and additional liability for Letter of Credits and Swingline Loans made or issued on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata (and the Commitment Percentage of each Lender shall be correspondingly adjusted) based on each Lender’s (including each New Lender’s) respective Revolving Credit Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender making an aggregate principal amount of Revolving Loans and incurring liability for the Letter of Credit Exposure Amount and Swingline Exposure in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender and/or Lenders with such increased Revolving Credit Commitments to the extent of, and pro rata based on, their respective Revolving Credit Commitments), and continuations of Revolving Loans at the Adjusted LIBOR Rate that are outstanding on such Re-Allocation Date shall be effected by repayment of such Revolving Loans on the last day of the Interest Period applicable thereto and the extension of new Revolving Loans at the Adjusted LIBOR Rate pro rata based on the Lenders’ respective Revolving Credit Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Revolving Loans outstanding that are Alternate Base Rate Borrowings, the Borrower shall make prepayments thereof and borrow new Revolving Loans at the Alternate Base Rate so that, after giving effect thereto, the Revolving Loans outstanding at the Alternate Base Rate are held pro rata based on the Lenders’ respective Revolving Credit Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are outstanding Revolving Loans that are LIBOR Borrowings, such Revolving Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Revolving Loans will be paid thereon to the respective Lenders holding such Revolving Loans pro rata based on the respective principal amounts thereof outstanding and each Lender’s Revolving Credit Exposure will be adjusted accordingly until the end of the applicable Interest Periods then in effect for such outstanding Revolving Loans, at which time no such adjustment shall thereafter be made. (f) Notwithstanding anything to the contrary in this Section 2.15, (i) no Lender shall have any obligation to increase its Revolving Credit Commitment under this Section 2.15 unless it agrees in writing to do so in its sole discretion, (ii) no Lender shall have any right to decrease the amount of its Revolving Credit Commitment as a result of any requested increase of the Total Revolving Credit Commitment pursuant to this Section 2.15, (iii) the Agent shall have no obligation to find or locate any New Lender to participate in any unsubscribed portion of any increase in the Total Revolving Credit Commitment requested by the Borrower, (iv) each increase in the Total Revolving Credit Commitment requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Total Revolving Credit Commitment pursuant to this Section 2.15, the Total Revolving Credit Commitment shall not exceed $150,000,000, and (vi) in the event the Borrower reduces the Total Revolving Credit Commitment pursuant to Section 2.4 or any other provision of this Agreement, the ability of the Borrower to request increases in the Total Revolving Credit Commitment pursuant to this Section 2.15 shall automatically terminate. (g) The Borrower shall execute and deliver to the Agent (for delivery by the Agent to each applicable Lender) a new Revolving Credit Note for Revolving Loans payable to each applicable Lender (including each New Lender) participating in any increase of the Total Revolving Credit Commitment in the original principal amount of such Lender’s Revolving Credit Commitment after giving effect to any such increase of the Total Revolving Credit Commitment; provided, however, that the execution and delivery of any such new Revolving Credit Note to an existing Lender shall be conditioned upon and subject to the surrender by such existing Lender to the Agent (for delivery by the Agent to the Borrower) of such Lender’s then existing Revolving Credit Note in the amount of its Revolving Credit Commitment prior to such increase in the Total Revolving Credit Commitment.

Increase of Total Revolving Credit Commitment. (a) At any time after the Closing Date, provided that no Default or Event of Default shall have occurred and be continuing, the Borrower The Parent may request from time to time one or more increases of elect to increase the Total Revolving Credit Commitment, on up to two occasions prior to the Maturity Date, and provided that each increase is not less than $10,000,000 and that (after giving effect to each increase that becomes effective) the Total Revolving Credit Commitment does not exceed $100,000,000. The Parent may arrange for any such increase to be provided by notice (a) one or more then-existing Lenders agreeing (in the sole discretion of such Lenders) to an increase in their own respective Revolving Credit Commitments (each Lender so agreeing to an increase in its Revolving Credit Commitment being called herein an "Increasing Lender") and/or (b) one or more banks, financial institutions or other entities becoming party to this Agreement as Lenders and providing Revolving Credit Commitments (each such bank, financial institution or other entity being called an "Augmenting Lender"), provided that (x) each Augmenting Lender shall be subject to the Agent in writing approval of the Parent and the Administrative Agent, and (y) the Borrowers and the relevant Increasing Lenders and Augmenting Lenders shall execute and deliver all such documentation as the Administrative Agent shall reasonably request (in form and substance satisfactory to the Administrative Agent) to evidence (in the case of an Increasing Lender) the increased Revolving Credit Commitment of such Increasing Lender or (in the case of an Augmenting Lender) the status of the Augmenting Lender as a Lender and its new Revolving Credit Commitment (which documentation, including an amendment to this Agreement, shall not be required to be executed by any Lender other than such Increasing Lender(s) and/or Augmenting Lender(s) as applicable). Increases in Revolving Credit Commitments and new Revolving Credit Commitments shall become effective on the date agreed by the Borrowers, the Administrative Agent and (as applicable) the Increasing Lenders and Augmenting Lenders, and the Administrative Agent shall notify the other Lenders thereof. Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment shall become effective pursuant to this Section unless (aa) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 are satisfied as of such date (and the Administrative Agent shall have received a certificate to that effect dated such date executed by the Borrowers) as if such increase were an extension of credit hereunder and (bb) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under paragraphs (d), (e) and (f) in Section 5.1 as to the corporate power and authority of each Borrower to borrow and otherwise obtain extensions of credit hereunder after giving effect to such increase. Each increase in the Total Revolving Credit Commitment that becomes effective shall automatically effectuate an increase in the Foreign Currency Sublimit Dollar Amount by an amount equal to two-thirds (2/3) of such increase in the Total Revolving Credit Commitment. On the effective date of each such proposed increase (each such notice, a “Revolving Credit Commitment Increase Notice”). Any such Revolving Credit Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the requested increase in the Total Revolving Credit Commitment, each Borrower shall make such Borrowings and repayments as shall, in the Agent shall promptly provide determination of the Administrative Agent, be necessary to effect the reallocation of Pro Rata Percentages in outstanding Syndicated Loans to each Lender a copy Borrower that is represented by the increase and/or addition of any Revolving Credit Commitment Increase Notice received Commitments pursuant to this Section, and such repayments shall be subject to indemnification by the Agent. Within ten (10) Business Days after receipt by the Agent of the applicable Revolving Credit Commitment Increase Notice, each Lender wishing to subscribe for its pro rata share of the requested increase in the Total Revolving Credit Commitment must deliver written notice of such fact to the Agent. If any portion of the requested increase in the Total Revolving Credit Commitment is not subscribed for by the Lenders within such 10-day period, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed, so long as such Person is an Eligible Assignee), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Total Revolving Credit Commitment pursuant to Section 2.15 (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer a participation in the unsubscribed portion of the requested increase in the Total Revolving Credit Commitment, and that elects to become a party to this Agreement and obtain a Revolving Credit Commitment, shall execute an agreement (a “New Lender Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a “New Lender”) shall become a Lender for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1(b) shall be deemed to add the name and Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Lender shall be in an amount not less than $5,000,000. (c) Any Lender that accepts an offer by the Borrower to increase its Revolving Credit Commitment pursuant to this Section 2.15 shall, in each case, execute a commitment increase agreement (a “Revolving Credit Commitment Increase Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1.1(b) hereof shall be deemed to be amended to reflect such increase in the Revolving Credit Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Revolving Credit Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower, if any, as the Agent shall reasonably request with respect thereto. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.15(b) or 4.4 if any Lender’s Revolving Credit Commitment is increased pursuant to Section 2.15(c), additional Revolving Loans and additional liability for Letter of Credits and Swingline Loans made or issued repayment occurs on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata (and the Commitment Percentage of each Lender shall be correspondingly adjusted) based on each Lender’s (including each New Lender’s) respective Revolving Credit Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender making an aggregate principal amount of Revolving Loans and incurring liability for the Letter of Credit Exposure Amount and Swingline Exposure in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender and/or Lenders with such increased Revolving Credit Commitments to the extent of, and pro rata based on, their respective Revolving Credit Commitments), and continuations of Revolving Loans at the Adjusted LIBOR Rate that are outstanding on such Re-Allocation Date shall be effected by repayment of such Revolving Loans on a day other than the last day of the Interest Period applicable thereto and the extension of new Revolving Loans at the Adjusted LIBOR Rate pro rata based on the Lenders’ respective Revolving Credit Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Revolving Loans outstanding that are Alternate Base Rate Borrowings, the Borrower shall make prepayments thereof and borrow new Revolving Loans at the Alternate Base Rate so that, after giving effect thereto, the Revolving Loans outstanding at the Alternate Base Rate are held pro rata based on the Lenders’ respective Revolving Credit Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are outstanding Revolving Loans that are LIBOR Borrowings, such Revolving Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Revolving Loans will be paid thereon to the respective Lenders holding such Revolving Loans pro rata based on the respective principal amounts thereof outstanding and each Lender’s Revolving Credit Exposure will be adjusted accordingly until the end of the applicable Interest Periods then in effect for such outstanding Revolving Loans, at which time no such adjustment shall thereafter be madePeriod. (f) Notwithstanding anything to the contrary in this Section 2.15, (i) no Lender shall have any obligation to increase its Revolving Credit Commitment under this Section 2.15 unless it agrees in writing to do so in its sole discretion, (ii) no Lender shall have any right to decrease the amount of its Revolving Credit Commitment as a result of any requested increase of the Total Revolving Credit Commitment pursuant to this Section 2.15, (iii) the Agent shall have no obligation to find or locate any New Lender to participate in any unsubscribed portion of any increase in the Total Revolving Credit Commitment requested by the Borrower, (iv) each increase in the Total Revolving Credit Commitment requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Total Revolving Credit Commitment pursuant to this Section 2.15, the Total Revolving Credit Commitment shall not exceed $150,000,000, and (vi) in the event the Borrower reduces the Total Revolving Credit Commitment pursuant to Section 2.4 or any other provision of this Agreement, the ability of the Borrower to request increases in the Total Revolving Credit Commitment pursuant to this Section 2.15 shall automatically terminate. (g) The Borrower shall execute and deliver to the Agent (for delivery by the Agent to each applicable Lender) a new Revolving Credit Note for Revolving Loans payable to each applicable Lender (including each New Lender) participating in any increase of the Total Revolving Credit Commitment in the original principal amount of such Lender’s Revolving Credit Commitment after giving effect to any such increase of the Total Revolving Credit Commitment; provided, however, that the execution and delivery of any such new Revolving Credit Note to an existing Lender shall be conditioned upon and subject to the surrender by such existing Lender to the Agent (for delivery by the Agent to the Borrower) of such Lender’s then existing Revolving Credit Note in the amount of its Revolving Credit Commitment prior to such increase in the Total Revolving Credit Commitment.

Increase of Total Revolving Credit Commitment. Unless a Default or an Event of Default has occurred and is continuing, the Borrowers may request, by written notice to the Administrative Agent at any time during the period beginning on Restatement Date to but excluding the Revolving Credit Maturity Date, that the Total Revolving Credit Commitment be increased; provided, however, that after giving effect to any such increases in the Total Revolving Credit Commitment and the making of any Additional Term Loans pursuant to §3.7, the Total Revolving Credit Commitment and the aggregate outstanding principal balance of the Term Loans shall not exceed $900,000,000. Each such increase in the Total Revolving Credit Commitment must be in aggregate minimum amounts of $25,000,000; provided that (a) At any time after the Closing maturity date of such increase in the Total Revolving Credit Commitment shall be the Revolving Credit Loan Maturity Date, provided that (b) the Borrower Representative shall have delivered to the Administrative Agent a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or treasurer of the Borrower Representative setting forth computations evidencing compliance with the covenants contained in §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming full utilization of the increased Total Revolving Credit Commitment) and if Additional Term Loans have also been requested pursuant to §3.7 at such time, giving effect to any such requested making of Additional Term Loans, and, certifying that, both before and after giving effect to such requested increase in the Total Revolving Credit Commitment and, if applicable, the requested making of Additional Term Loans, no Default or Event of Default shall have occurred exists or will exist under this Credit Agreement or any other Loan Document, and be continuing, the Borrower may request from time to time one or more increases of that after taking into account such requested increase in the Total Revolving Credit Commitment by notice and, if applicable, the making of Additional Term Loans at such time, no default will exist as of the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Agent in writing of the amount of each such proposed increase (each such notice, a “Total Revolving Credit Commitment Increase Notice”). Any shall be on the same terms and conditions applicable to this Credit Agreement, (d) any Revolving Credit Lender which is a party to this Credit Agreement prior to such request for such increase, at its sole discretion, may elect to increase its Revolving Credit Commitment Increase Notice must offer but shall not have any obligation to so increase its Revolving Credit Commitment, and (e) in the event that, in the case of a request for increase in the Total Revolving Credit Commitment, each Revolving Credit Lender does not elect to increase its Revolving Credit Commitment, the opportunity Joint Lead Arrangers shall use commercially reasonable efforts to subscribe locate additional lenders, subject to the Borrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for its pro rata share of the requested increase in the Total Revolving Credit Commitment, and the Agent shall promptly provide to each Lender a copy of any Revolving Credit Commitment Increase Notice received by the Agent. Within ten (10) Business Days after receipt by the Agent of the applicable Revolving Credit Commitment Increase Notice, each Lender wishing to subscribe for its pro rata share of the requested increase in the Total Revolving Credit Commitment must deliver written notice of such fact to the Agent. If any portion of the requested increase in the Total Revolving Credit Commitment is not subscribed for by the Lenders within such 10-day period, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed, so long as such Person is an Eligible Assignee), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Total Revolving Credit Commitment pursuant to Section 2.15 (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer a participation in the unsubscribed portion of the requested increase in the Total Revolving Credit Commitment, and that elects to become a party to this Agreement and obtain a Revolving Credit Commitment, shall execute an agreement (a “New Lender Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a “New Lender”) shall become a Lender for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1(b) shall be deemed to add the name and Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Lender shall be in an amount not less than $5,000,000. (c) Any Lender that accepts an offer by the Borrower to increase its Revolving Credit Commitment pursuant to this Section 2.15 shall, in each case, execute a commitment increase agreement (a “Revolving Credit Commitment Increase Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1.1(b) hereof shall be deemed to be amended to reflect such increase in the Revolving Credit Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Revolving Credit Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower, if any, as the Agent shall reasonably request with respect thereto. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.15(b) or if any Lender’s Revolving Credit Commitment is increased pursuant to Section 2.15(c), additional Revolving Loans and additional liability for Letter of Credits and Swingline Loans made or issued on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata (and the Commitment Percentage of each Lender shall be correspondingly adjusted) based on each Lender’s (including each New Lender’s) respective Revolving Credit Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender making an aggregate principal amount of Revolving Loans and incurring liability for the Letter of Credit Exposure Amount and Swingline Exposure in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender and/or Lenders with such increased Revolving Credit Commitments to the extent of, and pro rata based on, their respective Revolving Credit Commitments), and continuations of Revolving Loans at the Adjusted LIBOR Rate that are outstanding on such Re-Allocation Date shall be effected by repayment of such Revolving Loans on the last day of the Interest Period applicable thereto and the extension of new Revolving Loans at the Adjusted LIBOR Rate pro rata based on the Lenders’ respective Revolving Credit Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Revolving Loans outstanding that are Alternate Base Rate Borrowings, the Borrower shall make prepayments thereof and borrow new Revolving Loans at the Alternate Base Rate so that, after giving effect thereto, the Revolving Loans outstanding at the Alternate Base Rate are held pro rata based on the Lenders’ respective Revolving Credit Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are outstanding Revolving Loans that are LIBOR Borrowings, such Revolving Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Revolving Loans will be paid thereon to the respective Lenders holding such Revolving Loans pro rata based on the respective principal amounts thereof outstanding and each Lender’s Revolving Credit Exposure will be adjusted accordingly until the end of the applicable Interest Periods then in effect for such outstanding Revolving Loans, at which time no such adjustment shall thereafter be made. (f) Notwithstanding anything to the contrary in this Section 2.15, (i) no Lender shall have any obligation to increase its Revolving Credit Commitment under this Section 2.15 unless it agrees in writing to do so in its sole discretion, (ii) no Lender shall have any right to decrease the amount of its Revolving Credit Commitment as a result of any requested increase of the Total Revolving Credit Commitment pursuant to this Section 2.15, (iii) the Agent shall have no obligation to find or locate any New Lender to participate in any unsubscribed portion of any increase in the Total Revolving Credit Commitment requested by the Borrower, (iv) each increase in the Total Revolving Credit Commitment requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Total Revolving Credit Commitment pursuant to this Section 2.15, the Total Revolving Credit Commitment shall not exceed $150,000,000, and (vi) in the event the Borrower reduces the Total Revolving Credit Commitment pursuant to Section 2.4 or any other provision of this Agreement, the ability of the Borrower to request increases in the Total Revolving Credit Commitment pursuant to this Section 2.15 shall automatically terminate. (g) The Borrower shall execute and deliver to the Agent (for delivery by the Agent to each applicable Lender) a new Revolving Credit Note for Revolving Loans payable to each applicable Lender (including each New Lender) participating in any increase of the Total Revolving Credit Commitment in the original principal amount of such Lender’s Revolving Credit Commitment after giving effect to any such increase of the Total Revolving Credit Commitment; provided, however, that the execution and delivery of any such new Revolving Credit Note to an existing Lender shall be conditioned upon and subject to the surrender by such existing Lender to the Agent (for delivery by the Agent to the Borrower) of such Lender’s then existing Revolving Credit Note in the amount of its Revolving Credit Commitment prior commit to such increase in the Total Revolving Credit Commitment., (i) the Revolving Credit Commitment of each such Lender shall be increased (or, in the case of a new lender not previously party hereto, added to the Revolving Credit Commitments), (ii) the pro rata share of each of the Revolving Credit Lenders shall be adjusted subject to the payment of any LIBOR Breakage Costs, (iii) new Revolving Credit Notes shall be issued, (iv) the Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Credit Commitments. In the case of an increase in the Total Revolving Credit Commitment, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Revolving Credit Lenders have agreed to increase their respective Revolving Credit

Increase of Total Revolving Credit Commitment. (a) At any time after the Closing Date, provided that no Default or Event of Default shall have occurred and be continuing, the Borrower The Parent may request from time to time one or more elect to increase the Total Revolving Credit Commitment, provided that (i) each such increase is not less than $5,000,000 and (ii) after giving effect to each increase that becomes effective, the aggregate amount of increases of the Total Revolving Credit Commitment under this Section does not exceed $50,000,000. The Parent may arrange for any such increase to be provided by notice (a) one or more then-existing Lenders agreeing (in the sole discretion of such Lenders) to an increase in their own respective Revolving Credit Commitments (each Lender so agreeing to an increase in its Revolving Credit Commitment being called herein an "Increasing Lender") and/or (b) one or more banks, financial institutions or other entities becoming party to this Agreement as Lenders and providing Revolving Credit Commitments (each such bank, financial institution or other entity being called an "Augmenting Lender"), provided that (x) each Augmenting Lender shall be subject to the Agent in writing approval of the Parent, the Administrative Agent, the Issuing Bank and the Swingline Bank (such approval, in each case, not to be unreasonably withheld) and (y) the Borrowers and the relevant Increasing Lenders and Augmenting Lenders shall execute and deliver all such documentation as the Administrative Agent shall reasonably request (in form and substance reasonably satisfactory to the Administrative Agent) solely to evidence (in the case of an Increasing Lender) the increased Revolving Credit Commitment of such Increasing Lender or (in the case of an Augmenting Lender) the status of the Augmenting Lender as a Lender and its new Revolving Credit Commitment (which documentation, including an amendment to this Agreement, shall not be required to be executed by any Lender other than such Increasing Lender(s) and/or Augmenting Lender(s) as applicable). Increases in Revolving Credit Commitments and new Revolving Credit Commitments shall become effective on the date agreed by the Borrowers, the Administrative Agent and (as applicable) the Increasing Lenders and Augmenting Lenders, and the Administrative Agent shall notify the other Lenders thereof. Notwithstanding the foregoing, no increase in the Total Revolving Credit Commitment shall become effective pursuant to this Section unless (aa) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 are satisfied as of such date (and the Administrative Agent shall have received a certificate to that effect dated such date executed by the Borrowers) as if such increase were an extension of credit hereunder and (bb) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under paragraphs (d), (e) and (f) of Section 5.1 as to the corporate power and authority of each Borrower to borrow and otherwise obtain extensions of credit hereunder after giving effect to such increase. Each increase in the Total Revolving Credit Commitment that becomes effective shall automatically effectuate an increase in the Foreign Currency Sublimit Dollar Amount by an amount equal to one-half of such increase in the Total Revolving Credit Commitment. On the effective date of each such proposed increase (each such notice, a “Revolving Credit Commitment Increase Notice”). Any such Revolving Credit Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the requested increase in the Total Revolving Credit Commitment, each Borrower shall make such Borrowings and repayments as shall, in the Agent shall promptly provide determination of the Administrative Agent, be necessary to effect the reallocation of Pro Rata Percentages in outstanding Syndicated Loans to each Lender a copy Borrower that is represented by the increase and/or addition of any Revolving Credit Commitment Increase Notice received Commitments pursuant to this Section, and such repayments shall be subject to indemnification by the Agent. Within ten (10) Business Days after receipt by the Agent of the applicable Revolving Credit Commitment Increase Notice, each Lender wishing to subscribe for its pro rata share of the requested increase in the Total Revolving Credit Commitment must deliver written notice of such fact to the Agent. If any portion of the requested increase in the Total Revolving Credit Commitment is not subscribed for by the Lenders within such 10-day period, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed, so long as such Person is an Eligible Assignee), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Total Revolving Credit Commitment pursuant to Section 2.15 (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer a participation in the unsubscribed portion of the requested increase in the Total Revolving Credit Commitment, and that elects to become a party to this Agreement and obtain a Revolving Credit Commitment, shall execute an agreement (a “New Lender Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a “New Lender”) shall become a Lender for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1(b) shall be deemed to add the name and Revolving Credit Commitment of such New Lender, provided that the Revolving Credit Commitment of any such New Lender shall be in an amount not less than $5,000,000. (c) Any Lender that accepts an offer by the Borrower to increase its Revolving Credit Commitment pursuant to this Section 2.15 shall, in each case, execute a commitment increase agreement (a “Revolving Credit Commitment Increase Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule 1.1(b) hereof shall be deemed to be amended to reflect such increase in the Revolving Credit Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Revolving Credit Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower, if any, as the Agent shall reasonably request with respect thereto. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.15(b) or 4.4 if any Lender’s Revolving Credit Commitment is increased pursuant to Section 2.15(c), additional Revolving Loans and additional liability for Letter of Credits and Swingline Loans made or issued repayment occurs on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata (and the Commitment Percentage of each Lender shall be correspondingly adjusted) based on each Lender’s (including each New Lender’s) respective Revolving Credit Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender making an aggregate principal amount of Revolving Loans and incurring liability for the Letter of Credit Exposure Amount and Swingline Exposure in excess of its Revolving Credit Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender and/or Lenders with such increased Revolving Credit Commitments to the extent of, and pro rata based on, their respective Revolving Credit Commitments), and continuations of Revolving Loans at the Adjusted LIBOR Rate that are outstanding on such Re-Allocation Date shall be effected by repayment of such Revolving Loans on a day other than the last day of the Interest Period applicable thereto and the extension of new Revolving Loans at the Adjusted LIBOR Rate pro rata based on the Lenders’ respective Revolving Credit Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Revolving Loans outstanding that are Alternate Base Rate Borrowings, the Borrower shall make prepayments thereof and borrow new Revolving Loans at the Alternate Base Rate so that, after giving effect thereto, the Revolving Loans outstanding at the Alternate Base Rate are held pro rata based on the Lenders’ respective Revolving Credit Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are outstanding Revolving Loans that are LIBOR Borrowings, such Revolving Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Revolving Loans will be paid thereon to the respective Lenders holding such Revolving Loans pro rata based on the respective principal amounts thereof outstanding and each Lender’s Revolving Credit Exposure will be adjusted accordingly until the end of the applicable Interest Periods then in effect for such outstanding Revolving Loans, at which time no such adjustment shall thereafter be madePeriod. (f) Notwithstanding anything to the contrary in this Section 2.15, (i) no Lender shall have any obligation to increase its Revolving Credit Commitment under this Section 2.15 unless it agrees in writing to do so in its sole discretion, (ii) no Lender shall have any right to decrease the amount of its Revolving Credit Commitment as a result of any requested increase of the Total Revolving Credit Commitment pursuant to this Section 2.15, (iii) the Agent shall have no obligation to find or locate any New Lender to participate in any unsubscribed portion of any increase in the Total Revolving Credit Commitment requested by the Borrower, (iv) each increase in the Total Revolving Credit Commitment requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Total Revolving Credit Commitment pursuant to this Section 2.15, the Total Revolving Credit Commitment shall not exceed $150,000,000, and (vi) in the event the Borrower reduces the Total Revolving Credit Commitment pursuant to Section 2.4 or any other provision of this Agreement, the ability of the Borrower to request increases in the Total Revolving Credit Commitment pursuant to this Section 2.15 shall automatically terminate. (g) The Borrower shall execute and deliver to the Agent (for delivery by the Agent to each applicable Lender) a new Revolving Credit Note for Revolving Loans payable to each applicable Lender (including each New Lender) participating in any increase of the Total Revolving Credit Commitment in the original principal amount of such Lender’s Revolving Credit Commitment after giving effect to any such increase of the Total Revolving Credit Commitment; provided, however, that the execution and delivery of any such new Revolving Credit Note to an existing Lender shall be conditioned upon and subject to the surrender by such existing Lender to the Agent (for delivery by the Agent to the Borrower) of such Lender’s then existing Revolving Credit Note in the amount of its Revolving Credit Commitment prior to such increase in the Total Revolving Credit Commitment.