Common use of Increases of Revolving Commitments Clause in Contracts

Increases of Revolving Commitments. The Borrower shall have the right during the term of this Agreement, upon at least fifteen Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the sum of the aggregate amount of all increases in the Aggregate Revolving Commitments after the Second Amendment Effective Date shall not exceed $0; (ii) no Default shall have occurred and be continuing on the date on which such increase is to become effective; (iii) the representations and warranties set forth in Article VI shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date on which such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (iv) such increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (v) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Revolving Commitment) and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent; (vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase in the Aggregate Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05.

Increases of Revolving Commitments. The Borrower shall have become effective on the right during date agreed by the term Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments shall be permitted under this paragraph unless on the proposed date of this Agreementthe effectiveness of such increase in the Revolving Commitments, upon at least fifteen Business Days’ prior written notice to (i) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent, to increase the Aggregate Revolving Commitments at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the sum of the aggregate amount of all increases in the Aggregate Revolving Commitments after the Second Amendment Effective Date shall not exceed $0; (ii) no Default shall have occurred and be continuing on the date on which after giving effect to such increase is to become effective; (iii) in the representations and warranties set forth in Article VI Revolving Commitments, the Parent shall be true and correct in all material respects compliance, on a Pro Forma Basis, with the Consolidated Leverage Ratio (or if qualified by materiality or Material Adverse Effect, in all respects) on and determined as of the date on which most recently ended fiscal quarter and assuming that the entire amount of such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) had been borrowed as of such earlier date; (iv) such increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (v) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Revolving Commitment) quarter end), and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent; (viiii) the Administrative Agent shall have received all documents a certificate confirming (including resolutions and, as applicable, setting forth reasonably detailed calculations demonstrating) compliance with each of the board of directors requirements set forth in clauses (i) and (ii) above, dated such date and executed by a Financial Officer of the Borrower Parent. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and the Guarantors) it may reasonably request relating Augmenting Lender shall make available to the corporate or Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other necessary authority for Lenders, as being required in order to cause, after giving effect to such increase and the validity use of such increase in amounts to make payments to such other Lenders, each Lender’s portion of the Aggregate outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans owing to each Lender is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and any other matters relevant theretothe Lenders hereby agree that the borrowing notice, all minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in form and substance reasonably satisfactory this Agreement shall not apply to the Administrative Agent; transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and (vii) , in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Loans deemed payment occurs other than on a day which is not the last day of an the related Interest Period with respect theretoPeriods. For the avoidance of doubt, the Borrower no Lender shall have paid any obligation to each affected Lender such amounts, if any, as may be required pursuant provide any Increased Commitment. (b) This Section 2.19 shall override any provisions in Section 9.02 to Section 3.05the contrary.

Increases of Revolving Commitments. The Borrower shall have the right during the term of this Agreement, upon at least fifteen Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the sum of the aggregate amount of all increases in the Aggregate Revolving Commitments after the Second Amendment Effective Date shall not exceed $0; (ii) no Default shall have occurred and be continuing on the date on which such increase is to become effective; (iii) the representations and warranties set forth in Article VI shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date on which such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (iv) such increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (v) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Revolving Commitment) and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent; (vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase in the Aggregate Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Term SOFR Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05.

Increases of Revolving Commitments. The Borrower shall have may at any time and from time to time prior to December 31, 2000, at its sole cost and expense, request any one or more of the right during Lenders to increase (such decision to increase the term Revolving Commitment of this Agreementa Lender to be within the sole and absolute discretion of such Lender) its Revolving Commitment, upon at least fifteen Business Days’ prior written notice or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Revolving Commitment, by submitting a Revolver Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Revolver Supplement is in all respects reasonably satisfactory to the Administrative Agent, to increase the Aggregate Revolving Commitments at any time prior Administrative Agent shall execute such Revolver Supplement and deliver a copy thereof to the date that is six months prior Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Revolver Supplement, (i) in the case of each such Lender, such Lender's Revolving Commitment shall be increased to the Maturity Dateamount set forth in such Revolver Supplement, subject(ii) in the case of each such other Person, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender" having a Revolving Commitment Amount as set forth in such Revolver Supplement, and (iii) in each case, the Revolving Commitment of such Lender or such other Person, as the case may be, shall be as set forth in the applicable Revolver Supplement; provided, however, in any such case, to satisfaction of the following conditions precedentthat: (iA) immediately after giving effect thereto, the sum of the aggregate amount of all increases in the Aggregate Revolving Commitments after Commitment Amount and the Second Amendment Effective Date aggregate outstanding principal balance of the Term Loans shall not exceed $0700,000,000; (iiB) no Default shall have occurred and be continuing on the date on which such increase is to become effective; (iii) the representations and warranties set forth in Article VI shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date on which such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (iv) each such increase shall be in a minimum an amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000 and in integral multiples of $1,000,000 in excess thereof5,000,000; (vC) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Aggregate Revolving Commitments in a corresponding amount of shall not be increased on more than two occasions; (D) if Revolving Loans would be outstanding immediately after giving effect to each such requested increase, then simultaneously with such increase from either existing Lenders and/or one or more (1) each such Lender, each such other institutions that qualify as Eligible Assignees (it being understood Person and agreed that no existing each other Lender shall be required deemed to provide an additional Revolving Commitment) have entered into a master assignment and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement acceptance agreement, in form and substance acceptable substantially similar to Exhibit H, pursuant to which each such other Lender shall have assigned to each such Lender and each such other Person a portion of its Revolving Loans necessary to reflect proportionately the Aggregate Revolving Commitments as adjusted in accordance with this subsection (f), and (2) in connection with such assignment, each such Lender and each such other Person shall pay to the Administrative Agent;, for the account of the other Lenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Advances as a prepayment of such Eurodollar Advances for purposes of Section 3.5; - 24 - Credit Agreement ---------------- (viE) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (F) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Date, the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower such certificates, legal opinions and the Guarantors) other items as it may shall reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase in the Aggregate Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05increase.

Increases of Revolving Commitments. The Provided that no Default exists or would exist immediately before and after giving effect thereto, the Borrower shall have may at any time and from time to time prior to December 31, 1999, at its sole cost and expense, request any one or more of the right during Lenders to increase (such decision to increase the term Revolving Commitment of this Agreementa Lender to be within the sole and absolute discretion of such Lender) its Revolving Commitment, upon at least fifteen Business Days’ prior written notice or any other institution reasonably satisfactory to the Administrative Agent and the Issuer to provide a new Revolving Commitment, by submitting an Increase Supplement in the form of Exhibit I (an "INCREASE SUPPLEMENT"), duly executed by the Borrower and each such Lender or institution, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Increase Supplement and deliver a copy thereof to increase the Borrower and each such Lender or institution, as the case may be. Upon execution and delivery of such Increase Supplement, q. in the case of each such Lender, such Lender's Revolving Commitment shall be increased to the amount set forth in such Increase Supplement, r. in the case of each such other institution, such other institution shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender" with a Revolving Commitment in the amount set forth in such Increase Supplement, s. in each case, the Revolving Commitment of such Lender or such other institution, as the case may be, shall be as set forth in the applicable Increase Supplement, (iv) with respect to each of the remaining scheduled mandatory reductions of the Aggregate Revolving Commitments at any time prior Commitment set forth in Section 2.3(b), the percentage thereof shall be increased, on a pro rata basis, so that such remaining reductions would cause the Aggregate Revolving Commitment to be reduced to zero ($0.00) on March 31, 2005, and (v) the Borrower shall contemporaneously therewith execute and deliver to the date that is six months prior to the Maturity Date, subjectAdministrative Agent a Note for each such other institution providing a new Revolving Commitment; provided, however, in any such case, to satisfaction of the following conditions precedentthat: (i1) the sum of the aggregate amount of all increases in immediately after giving effect thereto, the Aggregate Revolving Commitments after the Second Amendment Effective Date Commitment shall not exceed have been increased pursuant to this Section in an aggregate amount greater than $050,000,000; (ii2) no Default shall have occurred and be continuing on the date on which such increase is to become effective; (iii) the representations and warranties set forth in Article VI shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date on which such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (iv) each such increase shall be in a minimum an amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000 and in integral multiples of $1,000,000 in excess thereof5,000,000; (v3) the Revolving Commitments shall not be increased on more than two occasions; (4) if Revolving Loans shall be outstanding immediately after giving effect to such requested increase increase, each such Lender and each such other Institution shall only be effective upon receipt by enter into a master assignment and acceptance agreement with the other Lenders in all respects reasonably satisfactory to such other Lenders, pursuant to which each such other Lender shall assign to it a portion of its Revolving Loans necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this subsection (f), and in connection with such master assignment and acceptance agreement each such other Lender may treat the assignment of Eurodollar Advances as a prepayment of such Eurodollar Advances for purposes of Section 3.5; (5) each such other institution shall have delivered to the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions and the Borrower all forms, if any, that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be are required to provide an additional Revolving Commitment) and (B) documentation from each be delivered by such other institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance acceptable pursuant to the Administrative Agent;Section 3.7; and (vi6) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower such certificates, legal opinions and the Guarantors) other items as it may shall reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase in the Aggregate Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05increase.

Increases of Revolving Commitments. The Borrower shall have become effective on the right during date agreed by the term Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments shall be permitted under this paragraph unless on the proposed date of this Agreementthe effectiveness of such increase in the Revolving Commitments, upon at least fifteen Business Days’ prior written notice to (i) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent, to increase the Aggregate Revolving Commitments at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the sum of the aggregate amount of all increases in the Aggregate Revolving Commitments after the Second Amendment Effective Date shall not exceed $0; (ii) no Default shall have occurred and be continuing on the date on which after giving effect to such increase is to become effective; (iii) in the representations and warranties set forth in Article VI Revolving Commitments, the Borrower shall be true and correct in all material respects compliance, on a Pro Forma Basis, with the Consolidated Leverage Ratio (or if qualified by materiality or Material Adverse Effect, in all respects) on and determined as of the date on which most recently ended fiscal quarter and assuming that the entire amount of such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) had been borrowed as of such earlier date; (iv) such increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (v) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Revolving Commitment) quarter end), and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent; (viiii) the Administrative Agent shall have received all documents a certificate confirming (including resolutions and, as applicable, setting forth reasonably detailed calculations demonstrating) compliance with each of the board requirements set forth in clauses (i) and (ii) above, dated such date and executed by a Financial Officer. On the effective date of directors any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the Borrower and the Guarantors) it may reasonably request relating other Lenders, as being required in order to the corporate or other necessary authority for cause, after giving effect to such increase and the validity use of such increase in amounts to make payments to such other Lenders, each Lender’s portion of the Aggregate outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans owing to each Lender is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and any other matters relevant theretothe Lenders hereby agree that the borrowing notice, all minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in form and substance reasonably satisfactory this Agreement shall not apply to the Administrative Agent; and (vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall have paid to each affected Lender such amounts, if any, as may be required transactions effected pursuant to Section 3.05.the immediately preceding sentence. The deemed payments made pursuant to clause

Increases of Revolving Commitments. The Borrower shall have become effective on the right during date agreed by the term Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments shall be permitted under this paragraph unless on the proposed date of this Agreementthe effectiveness of such increase in the Revolving Commitments, upon at least fifteen Business Days’ prior written notice to (i) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent, to increase the Aggregate Revolving Commitments at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the sum of the aggregate amount of all increases in the Aggregate Revolving Commitments after the Second Amendment Effective Date shall not exceed $0; (ii) no Default shall have occurred and be continuing on the date on which after giving effect to such increase is to become effective; (iii) in the representations and warranties set forth in Article VI Revolving Commitments, the Borrower shall be true and correct in all material respects compliance, on a Pro Forma Basis, with the Consolidated Leverage Ratio (or if qualified by materiality or Material Adverse Effect, in all respects) on and determined as of the date on which most recently ended fiscal quarter and assuming that the entire amount of such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) had been borrowed as of such earlier date; (iv) such increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (v) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Revolving Commitment) quarter end), and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent; (viiii) the Administrative Agent shall have received all documents a certificate confirming (including resolutions and, as applicable, setting forth reasonably detailed calculations demonstrating) compliance with each of the board of directors requirements set forth in clauses (i) and (ii) above, dated such date and executed by a Financial Officer of the Borrower Borrower. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and the Guarantors) it may reasonably request relating Augmenting Lender shall make available to the corporate or Administrative Agent such amounts in Same Day Funds as the Administrative Agent shall determine, for the benefit of the other necessary authority for Lenders, as being required in order to cause, after giving effect to such increase and the validity use of such increase in amounts to make payments to such other Lenders, each Lender’s portion of the Aggregate outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans owing to each Lender is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and any other matters relevant theretothe Lenders hereby agree that the Borrowing Request, all minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in form and substance reasonably satisfactory this Agreement shall not apply to the Administrative Agent; transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and (vii) , in respect of each Term SOFR Loan and each Alternative Currency Term Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Loans deemed payment occurs other than on a day which is not the last day of an the related Interest Period with respect theretoPeriods. For the avoidance of doubt, the Borrower no Lender shall have paid any obligation to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05provide any Increased Commitment.

Increases of Revolving Commitments. The Borrower shall have the right during the term of this Agreement, upon at least fifteen Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the sum of the aggregate amount of all increases in the Aggregate Revolving Commitments after the Second Amendment Effective Date shall not exceed $020,000,000; (ii) no Default shall have occurred and be continuing on the date on which such increase is to become effective; (iii) the representations and warranties set forth in Article VI shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date on which such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; (iv) such increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (v) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Revolving Commitment) and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent; (vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase in the Aggregate Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; and (vii) if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Loans on a day which is not the last day of an Interest Period with respect thereto, the Borrower shall have paid to each affected Lender such amounts, if any, as may be required pursuant to Section 3.05.

Increases of Revolving Commitments. The Borrower shall have become effective on the right during date agreed by the term Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments shall be permitted under this paragraph unless on the proposed date of this Agreementthe effectiveness of such increase in the Revolving Commitments, upon at least fifteen Business Days’ prior written notice to (i) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent, to increase the Aggregate Revolving Commitments at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the sum of the aggregate amount of all increases in the Aggregate Revolving Commitments after the Second Amendment Effective Date shall not exceed $0; (ii) no Default shall have occurred and be continuing on the date on which after giving effect to such increase is to become effective; (iii) in the representations and warranties set forth in Article VI Revolving Commitments, the Borrower shall be true and correct in all material respects compliance, on a Pro Forma Basis, with the Consolidated Leverage Ratio (or if qualified by materiality or Material Adverse Effect, in all respects) on and determined as of the date on which most recently ended fiscal quarter and assuming that the entire amount of such increase is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) had been borrowed as of such earlier date; (iv) such increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (v) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Revolving Commitment) quarter end), and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent; (viiii) the Administrative Agent shall have received all documents a certificate confirming (including resolutions and, as applicable, setting forth reasonably detailed calculations demonstrating) compliance with each of the board of directors requirements set forth in clauses (i) and (ii) above, dated such date and executed by a Financial Officer of the Borrower Borrower. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and the Guarantors) it may reasonably request relating Augmenting Lender shall make available to the corporate or Administrative Agent such amounts in Same Day Funds as the Administrative Agent shall determine, for the benefit of the other necessary authority for Lenders, as being required in order to cause, after giving effect to such increase and the validity use of such increase in amounts to make payments to such other Lenders, each Lender’s portion of the Aggregate outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such prepayments and any borrowings on such date of all or any portion of such Increased Commitments, the principal balance of all outstanding Revolving Loans owing to each Lender is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans. The Administrative Agent and any other matters relevant theretothe Lenders hereby agree that the Borrowing Request, all minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in form and substance reasonably satisfactory this Agreement shall not apply to the Administrative Agent; transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and (vii) , in respect of each Eurocurrency Loan and each Alternative Currency Term Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the reallocation, if any, of outstanding Loans among the Lenders in connection with such increase results in the prepayment of Eurodollar Rate Loans deemed payment occurs other than on a day which is not the last day of an the related Interest Period with respect theretoPeriods. For the avoidance of doubt, the Borrower no Lender shall have paid any obligation to each affected Lender such amounts, if any, as may be required pursuant provide any Increased Commitment. (b) This Section 2.19 shall override any provisions in Section 9.02 to Section 3.05the contrary.