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

Optional Increase of Revolving Credit Commitment. The Borrower shall have the right upon not less than thirty (30) days prior written notice to the Administrative Agent to increase the Revolving Credit Commitment by an aggregate amount of $90,000,000; provided that: (a) the Borrower shall not make more than two (2) increases prior to the Revolving Credit Maturity Date and the amount of any such requested increase shall not (i) be less than 45,000,000 (or the remaining amount of increases available under this Section after giving effect to any prior increases) and (ii) together with all other increases in the Revolving Credit Commitment pursuant to this Section 2.7 since the date of this Agreement, cause the Revolving Credit Commitment to exceed $300,000,000; (b) no Default or Event of Default shall have occurred and be continuing or would result from such proposed increase and any borrowings thereunder; (c) the Credit Parties shall deliver an Officer’s Compliance Certificate to the Administrative Agent demonstrating pro forma compliance with the covenants set forth in Article IX hereof; using the financial statements delivered pursuant to Section 7.1(a) for the most recently ended fiscal quarter of the Credit Parties. (i) Each existing Lender shall have the right, but not the obligation, to commit to all or a portion of the proposed increase, (ii) the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender and (iii) if the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, the Borrower may then solicit commitments from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent; (e) Any increase in the Revolving Credit Commitment which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (i) this Agreement will be amended by the Credit Parties, the Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment of each of the Lenders, (ii) entries in the Register will be revised to reflect the revised Commitment and Commitment Percentage of each of the Lenders, (iii) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (iv) if requested by such Lender or Lenders, the Borrower will deliver new Revolving Credit Note(s) to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of such Lender(s); (f) Any increase in the Revolving Credit Commitment which is accomplished by addition of a new Lender or Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of the Administrative Agent and the Borrower which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by the Credit Parties, the Administrative Agent and each new Lender (but without any requirement that the consent of the any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder, (iii) entries in the Register will be revised to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each new Lender), (iv) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (v) at the request of each new Lender, the Borrower will deliver a Revolving Credit Note to each new Lender; and (g) Each increase to the Revolving Credit Commitment pursuant to this Section 2.7 (i) shall rank pari passu in right of payment and security with the Revolving Credit Facility and (ii) will have the same pricing and tenor as the Revolving Credit Facility.

Optional Increase of Revolving Credit Commitment. The (a) Subject to the conditions set forth below, at any time prior to the Maturity Date, the US Borrower shall have the right upon not less than thirty (30) days prior written notice from time to the Administrative Agent time to increase the Revolving Credit Commitment by in an additional aggregate principal amount of up to $90,000,000; provided that: (a) 75,000,000 less the Borrower shall not make more than two (2) aggregate principal amount of all prior increases prior to the Revolving Credit Maturity Date and Commitment made pursuant to this Section. Pursuant to an Increase Notification, the US Borrower may request that additional Revolving Credit Loans be made on the Increase Effective Date. (b) Increases in the Revolving Credit Commitment shall be obtained from existing Revolving Credit Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees, in each case in accordance with this Section 2.9. Participation in any increase in the Revolving Credit Commitment shall be offered first to each of the existing Revolving Credit Lenders (who shall promptly, but in no event later than ten (10) days after such offer, make a determination as to whether to participate in such increase); provided that no such Revolving Credit Lender shall have any obligation to provide any portion of such increase. If the amount of the increase requested by the US Borrower shall exceed the commitments that the existing Revolving Credit Lenders are willing to provide with respect to such increase, then the US Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Revolving Credit Lenders for the portion of such increase not committed to by existing Revolving Credit Lenders (each such other bank, financial institution or investment fund, a “New Revolving Credit Lender” and, collectively with the existing Revolving Credit Lenders providing increased Revolving Credit Commitments, the “Increasing Revolving Credit Lenders”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any increase in the Revolving Credit Commitment herein or therein; provided that such requested increase amendment shall not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 15.2 hereof. (c) The following terms and conditions shall apply to each increase in the Revolving Credit Commitment: (i) be less than 45,000,000 (or the remaining amount of increases available under this Section after giving effect to any prior increases) and (ii) together with all other increases such increase in the Revolving Credit Commitment pursuant to this Section 2.7 since 2.9 (and any Extensions of Credit made thereunder) shall constitute Obligations of the date US Borrower and shall be guaranteed with the other Extensions of this AgreementCredit made to the US Borrower on a pari passu basis; (ii) any New Revolving Credit Lender providing such increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with such increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder; (iii) the US Borrower shall, cause upon the request of any Increasing Revolving Credit Lender, execute such Revolving Credit Notes as are necessary to reflect such Increasing Revolving Credit Lender’s Revolving Credit Commitment (as increased); (iv) the Administrative Agent and the Revolving Credit Lenders shall have received from the US Borrower updated financial projections and an Officer’s Compliance Certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, based on information contained in the most recent quarterly or annual financial statements provided to the Administrative Agent and the Lenders pursuant to Section 8.1(a) or (b) as adjusted to give effect to any such increase in the Revolving Credit Commitment and any Extensions of Credit made or to exceed $300,000,000; be made in connection therewith, the US Borrower and its Subsidiaries will be in proforma compliance with the financial covenants set forth in Article X; (bv) no Default or Event of Default shall have occurred and be continuing or would result from such proposed increase and any borrowings thereunder; (c) the Credit Parties shall deliver an Officer’s Compliance Certificate to the Administrative Agent demonstrating pro forma compliance with the covenants set forth in Article IX hereof; using the financial statements delivered pursuant to Section 7.1(a) for the most recently ended fiscal quarter as of the Credit Parties. (i) Each existing Lender shall have the right, but not the obligation, applicable Increase Effective Date or after giving effect to commit to all or a portion of the proposed increase, (ii) the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender and (iii) if the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, the Borrower may then solicit commitments from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent; (e) Any increase in the Revolving Credit Commitment pursuant to this Section 2.9 or any Extensions of Credit made in connection therewith; (vi) the representations and warranties made by the Borrowers and contained in Article VII shall be true and correct on and as of the Increase Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which is accomplished by increasing representations and warranties shall be true and correct as of such particular date); (vii) the Commitment of any Lender or Lenders who are at the time amount of such increase party in the Revolving Credit Commitment shall not be less than a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the maximum amount permitted pursuant to this Agreement clause (which Lender a) above; (viii) the Administrative Agent shall have received a resolution duly adopted by the board of directors (or Lenders shall consent to equivalent governing body) of each Credit Party authorizing such increase in their sole the Revolving Credit Commitments; (ix) the US Borrower and absolute discretion) each Increasing Revolving Credit Lender shall be accomplished as follows: (i) this Agreement will be amended execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Credit Parties, the Administrative Agent and those Lender(seach Subsidiary Guarantor, in form and substance satisfactory to the Administrative Agent (a “Lender Addition and Acknowledgement Agreement”); (x) whose Commitment(s) is the Administrative Agent shall have received any documents or are being increased (but without information, including any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment of each of the Lendersjoinder agreements, (ii) entries in connection with such increase in the Register will be revised to reflect the revised Revolving Credit Commitment as it may request in its reasonable discretion; and Commitment Percentage of each of the Lenders, (iiixi) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations Obligations, Swingline Loans, Canadian Dollar Loans and Euro Loans will be reallocated by the Administrative Agent on the effective date of such increase applicable Increase Effective Date among the Revolving Credit Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders agree to make all payments and adjustments necessary to effect the such reallocation and the US Borrower shall pay any and all costs required pursuant to Section 4.9 5.9 in connection with such reallocation as if such reallocation were a repayment). (d) Upon the execution, delivery, acceptance and (iv) if requested by such recording of the applicable Lender or LendersAddition and Acknowledgment Agreement, from and after the Borrower will deliver new applicable Increase Effective Date, each Increasing Revolving Credit Note(sLender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder. (e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of such Lender(sit in accordance with Section 15.11(c);. (f) Any increase Within five (5) Business Days after receipt of notice, the US Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Revolving Credit Note or Revolving Credit Notes of any existing Revolving Credit Lender or with respect to any New Revolving Credit Lender, a new Revolving Credit Note or Revolving Credit Notes to the order of the applicable Revolving Credit Lenders in amounts equal to the Revolving Credit Commitment which is accomplished by addition of a new Lender or such Revolving Credit Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of the Administrative Agent and the Borrower which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by the Credit Parties, the Administrative Agent and each new Lender (but without any requirement that the consent of the any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder, (iii) entries set forth in the Register will be revised to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each Register. Such new Lender), (iv) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (v) at the request of each new Lender, the Borrower will deliver a Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to each new Lender; andthe aggregate principal amount of such Revolving Credit Commitments, shall be dated as of the Increase Effective Date and shall otherwise be in substantially the form of the existing Revolving Credit Notes. Each surrendered Revolving Credit Note and/or Revolving Credit Notes shall be canceled and returned to the US Borrower. (g) Each All Revolving Credit Loans made on account of any increase to in the Revolving Credit Commitment pursuant to this Section 2.7 2.9 and all Revolving Credit Loans made pursuant to the then existing Revolving Credit Commitments shall bear interest at the same rate; provided that this clause (ig) shall rank pari passu not prohibit the interest rate margins and/or facility fees with respect to any such increase in right of payment and security with the Revolving Credit Facility and (ii) will have Commitment from being higher than the same pricing and tenor corresponding interest rate margins and/or facility fees applicable to the then existing Revolving Credit Commitments; so long as the interest rate margins and/or facility fees, as applicable, for the existing Revolving Credit FacilityCommitments shall be increased so that the interest rate margins and/or facility fees, as applicable, with respect to the existing Revolving Credit Commitments are equal to the interest rate margins and/or facility fees for such increase.

Optional Increase of Revolving Credit Commitment. The (a) Subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the US Borrower shall have the right upon not less than thirty (30) days prior written notice from time to the Administrative Agent time to increase the Revolving Credit Commitment by in an additional aggregate principal amount of up to (i) $90,000,000; provided that: 40,000,000 less (aii) the Borrower shall not make more than two sum of (2A) the aggregate principal amount of all prior or simultaneous increases to the Term Loan Commitment made pursuant to Section 3A.5 and (B) the aggregate principal amount of all prior increases to the Revolving Credit Maturity Date and Commitment made pursuant to this Section. Pursuant to an Increase Notification, the US Borrower may request that additional Revolving Credit Loans be made on the Increase Effective Date. (b) Increases in the Revolving Credit Commitment shall be obtained from existing Revolving Credit Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees, in each case in accordance with this Section 2.9. Participation in any increase in the Revolving Credit Commitment shall be offered first to each of the existing [Second Amendment – SCP Pool Corporation] 37 Revolving Credit Lenders (who shall promptly, but in no event later than ten (10) days after such offer, make a determination as to whether to participate in such increase); provided that no such Revolving Credit Lender shall have any obligation to provide any portion of such increase. If the amount of the increase requested by the US Borrower shall exceed the commitments which the existing Revolving Credit Lenders are willing to provide with respect to such increase, then the US Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Revolving Credit Lenders for the portion of such increase not committed to by existing Revolving Credit Lenders (each such other bank, financial institution or investment fund, a “New Revolving Credit Lender” and, collectively with the existing Revolving Credit Lenders providing increased Revolving Credit Commitments, the “Increasing Revolving Credit Lenders”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any increase in the Revolving Credit Commitment herein or therein; provided that such requested increase amendment shall not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.2 hereof. (c) The following terms and conditions shall apply to each increase in the Revolving Credit Commitment: (i) be less than 45,000,000 (or the remaining amount of increases available under this Section after giving effect to any prior increases) and (ii) together with all other increases such increase in the Revolving Credit Commitment pursuant to this Section 2.7 since 2.9 (and any Extensions of Credit made thereunder) shall constitute Obligations of the date US Borrower and shall be guaranteed with the other Extensions of this AgreementCredit on a pari passu basis; (ii) any New Revolving Credit Lender providing such increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with such increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder; (iii) the US Borrower shall, cause upon the request of any Increasing Revolving Credit Lender, execute such Revolving Credit Notes as are necessary to reflect such Increasing Revolving Credit Lender’s Revolving Credit Commitment (as increased); (iv) the Administrative Agent and the Revolving Credit Lenders shall have received from the US Borrower updated financial projections and an Officer’s Compliance Certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, based on information contained in the most recent quarterly or annual financial statements provided to the Administrative Agent and the Lenders pursuant to Section 7.1(a) or (b) as adjusted to give effect to any such increase in the Revolving Credit Commitment and any Extensions of Credit made or to exceed $300,000,000; be made in connection therewith (band, if applicable, any simultaneous Additional Term Loan), the US Borrower and its Subsidiaries will be in pro forma compliance with the financial covenants set forth in Article IX; (v) no Default or Event of Default shall have occurred and be continuing or would result from such proposed increase and any borrowings thereunder; (c) the Credit Parties shall deliver an Officer’s Compliance Certificate to the Administrative Agent demonstrating pro forma compliance with the covenants set forth in Article IX hereof; using the financial statements delivered pursuant to Section 7.1(a) for the most recently ended fiscal quarter as of the Credit Parties. (i) Each existing Lender shall have the right, but not the obligation, applicable Increase Effective Date or after giving effect to commit to all or a portion of the proposed increase, (ii) the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender and (iii) if the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, the Borrower may then solicit commitments from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent; (e) Any increase in the Revolving Credit Commitment pursuant to this Section 2.9 or any Extensions of Credit made in connection therewith; (vi) the representations and warranties made by the Borrowers and contained in Article VI shall be true and correct on and as of the Increase Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which is accomplished by increasing representations and warranties shall be true and correct as of such particular date); (vii) the Commitment of any Lender or Lenders who are at the time amount of such increase party in the Revolving Credit Commitment shall not be less than a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the maximum amount permitted pursuant to this Agreement [Second Amendment – SCP Pool Corporation] 38 clause (which Lender a) above; (viii) the Administrative Agent shall have received a resolution duly adopted by the board of directors (or Lenders shall consent to equivalent governing body) of each Credit Party authorizing such increase in their sole the Revolving Credit Commitments; (ix) the US Borrower and absolute discretion) each Increasing Revolving Credit Lender shall be accomplished as follows: (i) this Agreement will be amended execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Credit Parties, the Administrative Agent and those Lender(seach Subsidiary Guarantor, in form and substance satisfactory to the Administrative Agent (a “Lender Addition and Acknowledgement Agreement”); (x) whose Commitment(s) is the Administrative Agent shall have received any documents or are being increased (but without information, including any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment of each of the Lendersjoinder agreements, (ii) entries in connection with such increase in the Register will be revised to reflect the revised Revolving Credit Commitment as it may request in its reasonable discretion; and Commitment Percentage of each of the Lenders, (iiixi) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the effective date of such increase applicable Increase Effective Date among the Revolving Credit Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders agree to make all payments and adjustments necessary to effect the such reallocation and the US Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment). (d) Upon the execution, delivery, acceptance and (iv) if requested by such recording of the applicable Lender or LendersAddition and Acknowledgment Agreement, from and after the Borrower will deliver new applicable Increase Effective Date, each Increasing Revolving Credit Note(sLender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder. (e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of such Lender(sit in accordance with Section 14.11(c);. (f) Any increase Within five (5) Business Days after receipt of notice, the US Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Revolving Credit Note or Revolving Credit Notes of any existing Revolving Credit Lender or with respect to any New Revolving Credit Lender, a new Revolving Credit Note or Revolving Credit Notes to the order of the applicable Revolving Credit Lenders in amounts equal to the Revolving Credit Commitment which is accomplished by addition of a new Lender or such Revolving Credit Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of the Administrative Agent and the Borrower which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by the Credit Parties, the Administrative Agent and each new Lender (but without any requirement that the consent of the any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder, (iii) entries set forth in the Register will be revised to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each Register. Such new Lender), (iv) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (v) at the request of each new Lender, the Borrower will deliver a Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to each new Lender; andthe aggregate principal amount of such Revolving Credit Commitments, shall be dated as of the Increase Effective Date and shall otherwise be in substantially the form of the existing Revolving Credit Notes. Each surrendered Revolving Credit Note and/or Revolving Credit Notes shall be canceled and returned to the US Borrower. (g) Each All Revolving Credit Loans made on account of any increase to in the Revolving Credit Commitment pursuant to this Section 2.7 (i) 2.9 shall rank pari passu in right of payment and security with bear interest at the rate applicable to the Revolving Credit Facility and (ii) will have the same pricing and tenor as Loans immediately prior to giving effect to such increase in the Revolving Credit Facility.Commitment pursuant to this Section 2.9. [Second Amendment – SCP Pool Corporation] 39

Optional Increase of Revolving Credit Commitment. The (a) Subject to the conditions set forth below, at any time prior to the Maturity Date, the US Borrower shall have the right upon not less than thirty (30) days prior written notice from time to the Administrative Agent time to increase the Revolving Credit Commitment by in an additional aggregate principal amount of up to $90,000,000; provided that: (a) 75,000,000 less the Borrower shall not make more than two (2) aggregate principal amount of all prior increases prior to the Revolving Credit Maturity Date and Commitment made pursuant to this Section. Pursuant to an Increase Notification, the US Borrower may request that additional Revolving Credit Loans be made on the Increase Effective Date. (b) Increases in the Revolving Credit Commitment shall be obtained from existing Revolving Credit Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees, in each case in accordance with this Section 2.9. Participation in any increase in the Revolving Credit Commitment shall be offered first to each of the existing Revolving Credit Lenders (who shall promptly, but in no event later than ten (10) days after such offer, make a determination as to whether to participate in such increase); provided that no such Revolving Credit Lender shall have any obligation to provide any portion of such increase. If the amount of the increase requested by the US Borrower shall exceed the commitments that the existing Revolving Credit Lenders are willing to provide with respect to such increase, then the US Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Revolving Credit Lenders for the portion of such increase not committed to by existing Revolving Credit Lenders (each such other bank, financial institution or investment fund, a “New Revolving Credit Lender” and, collectively with the existing Revolving Credit Lenders providing increased Revolving Credit Commitments, the “Increasing Revolving Credit Lenders”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any increase in the Revolving Credit Commitment herein or therein; provided that such requested increase amendment shall not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 15.2 hereof. (c) The following terms and conditions shall apply to each increase in the Revolving Credit Commitment: (i) be less than 45,000,000 (or the remaining amount of increases available under this Section after giving effect to any prior increases) and (ii) together with all other increases such increase in the Revolving Credit Commitment pursuant to this Section 2.7 since 2.9 (and any Extensions of Credit made thereunder) shall constitute Obligations of the date US Borrower and shall be guaranteed with the other Extensions of this AgreementCredit made to the US Borrower on a pari passu basis; (ii) any New Revolving Credit Lender providing such increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with such increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder; (iii) the US Borrower shall, cause upon the request of any Increasing Revolving Credit Lender, execute such Revolving Credit Notes as are necessary to reflect such Increasing Revolving Credit Lender’s Revolving Credit Commitment (as increased); (iv) the Administrative Agent and the Revolving Credit Lenders shall have received from the US Borrower updated financial projections and an Officer’s Compliance Certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, based on information contained in the most recent quarterly or annual financial statements provided to the Administrative Agent and the Lenders pursuant to Section 8.1(a) or (b) as adjusted to give effect to any such increase in the Revolving Credit Commitment and any Extensions of Credit made or to exceed $300,000,000; be made in connection therewith, the US Borrower and its Subsidiaries will be in pro forma compliance with the financial covenants set forth in Article X; (bv) no Default or Event of Default shall have occurred and be continuing or would result from such proposed increase and any borrowings thereunder; (c) the Credit Parties shall deliver an Officer’s Compliance Certificate to the Administrative Agent demonstrating pro forma compliance with the covenants set forth in Article IX hereof; using the financial statements delivered pursuant to Section 7.1(a) for the most recently ended fiscal quarter as of the Credit Parties. (i) Each existing Lender shall have the right, but not the obligation, applicable Increase Effective Date or after giving effect to commit to all or a portion of the proposed increase, (ii) the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender and (iii) if the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, the Borrower may then solicit commitments from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent; (e) Any increase in the Revolving Credit Commitment pursuant to this Section 2.9 or any Extensions of Credit made in connection therewith; (vi) the representations and warranties made by the Borrowers and contained in Article VII shall be true and correct on and as of the Increase Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which is accomplished by increasing representations and warranties shall be true and correct as of such particular date); (vii) the Commitment of any Lender or Lenders who are at the time amount of such increase party in the Revolving Credit Commitment shall not be less than a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the maximum amount permitted pursuant to this Agreement clause (which Lender a) above; (viii) the Administrative Agent shall have received a resolution duly adopted by the board of directors (or Lenders shall consent to equivalent governing body) of each Credit Party authorizing such increase in their sole the Revolving Credit Commitments; (ix) the US Borrower and absolute discretion) each Increasing Revolving Credit Lender shall be accomplished as follows: (i) this Agreement will be amended execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Credit Parties, the Administrative Agent and those Lender(seach Subsidiary Guarantor, in form and substance satisfactory to the Administrative Agent (a “Lender Addition and Acknowledgement Agreement”); (x) whose Commitment(s) is the Administrative Agent shall have received any documents or are being increased (but without information, including any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment of each of the Lendersjoinder agreements, (ii) entries in connection with such increase in the Register will be revised to reflect the revised Revolving Credit Commitment as it may request in its reasonable discretion; and Commitment Percentage of each of the Lenders, (iiixi) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations Obligations, Swingline Loans, Canadian Dollar Loans and Euro Loans will be reallocated by the Administrative Agent on the effective date of such increase applicable Increase Effective Date among the Revolving Credit Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders agree to make all payments and adjustments necessary to effect the such reallocation and the US Borrower shall pay any and all costs required pursuant to Section 4.9 5.9 in connection with such reallocation as if such reallocation were a repayment). (d) Upon the execution, delivery, acceptance and (iv) if requested by such recording of the applicable Lender or LendersAddition and Acknowledgment Agreement, from and after the Borrower will deliver new applicable Increase Effective Date, each Increasing Revolving Credit Note(sLender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder. (e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of such Lender(sit in accordance with Section 15.11(c);. (f) Any increase Within five (5) Business Days after receipt of notice, the US Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Revolving Credit Note or Revolving Credit Notes of any existing Revolving Credit Lender or with respect to any New Revolving Credit Lender, a new Revolving Credit Note or Revolving Credit Notes to the order of the applicable Revolving Credit Lenders in amounts equal to the Revolving Credit Commitment which is accomplished by addition of a new Lender or such Revolving Credit Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of the Administrative Agent and the Borrower which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by the Credit Parties, the Administrative Agent and each new Lender (but without any requirement that the consent of the any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder, (iii) entries set forth in the Register will be revised to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each Register. Such new Lender), (iv) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (v) at the request of each new Lender, the Borrower will deliver a Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to each new Lender; andthe aggregate principal amount of such Revolving Credit Commitments, shall be dated as of the Increase Effective Date and shall otherwise be in substantially the form of the existing Revolving Credit Notes. Each surrendered Revolving Credit Note and/or Revolving Credit Notes shall be canceled and returned to the US Borrower. (g) Each All Revolving Credit Loans made on account of any increase to in the Revolving Credit Commitment pursuant to this Section 2.7 2.9 and all Revolving Credit Loans made pursuant to the then existing Revolving Credit Commitments shall bear interest at the same rate; provided that this clause (ig) shall rank pari passu not prohibit the interest rate margins and/or facility fees with respect to any such increase in right of payment and security with the Revolving Credit Facility and (ii) will have Commitment from being higher than the same pricing and tenor corresponding interest rate margins and/or facility fees applicable to the then existing Revolving Credit Commitments; so long as the interest rate margins and/or facility fees, as applicable, for the existing Revolving Credit FacilityCommitments shall be increased so that the interest rate margins and/or facility fees, as applicable, with respect to the existing Revolving Credit Commitments are equal to the interest rate margins and/or facility fees for such increase.

Optional Increase of Revolving Credit Commitment. The (a) Subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the Borrower shall have the right upon not less than thirty (30) days prior written notice from time to the Administrative Agent time to increase the Revolving Credit Commitment by in an additional aggregate principal amount of up to (i) $90,000,000; provided that: 150,000,000 less (aii) the Borrower shall not make more than two sum of (2A) the aggregate principal amount of all prior or simultaneous increases to the Term Loan Commitment made pursuant to Section 4.6 and (B) the aggregate principal amount of all prior increases to the Revolving Credit Maturity Date and Commitment made pursuant to this Section 2.8. Pursuant to an Increase Notification, the Borrower may request that additional Revolving Credit Loans be made on the Increase Effective Date. (b) Increases in the Revolving Credit Commitment shall be obtained from existing Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees, in each case in accordance with this Section 2.8. Participation in any increase in the Revolving Credit Commitment shall be offered first to each of the existing Lenders (who shall promptly, but in no event later than ten (10) days after such offer, make a determination as to whether to participate in such increase); provided that no such Lender shall have any obligation to provide any portion of such increase. If the amount of the increase requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such increase, then the Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Lenders for the portion of such increase not committed to by existing Lenders (each such other bank, financial institution or investment fund, a “New Revolving Credit Lender” and, collectively with the existing Revolving Credit Lenders providing increased Revolving Credit Commitments, the “Increase Revolving Credit Lenders”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any increase in the Revolving Credit Commitment herein or therein; provided that such requested increase amendment shall not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 14.11 hereof. (c) The following terms and conditions shall apply to each increase in the Revolving Credit Commitment: (i) be less than 45,000,000 (or the remaining amount of increases available under this Section after giving effect to any prior increases) and (ii) together with all other increases such increase in the Revolving Credit Commitment pursuant to this Section 2.7 since 2.8 (and any Extensions of Credit made thereunder) shall constitute Obligations of the date Borrower and shall be secured with the other Loans on a pari passu basis; (ii) any New Revolving Credit Lender providing such increase shall be entitled to the same voting rights as the existing Lenders under the Revolving Credit Facility and any Extensions of this AgreementCredit made in connection with such increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder; (iii) to the extent requested by the applicable Lenders, cause the Borrower shall execute such new or replacement Revolving Credit Notes as are necessary to reflect the increase in the Revolving Credit Commitment under this Section 2.8; (iv) the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate in form and substance reasonably satisfactory to exceed $300,000,000; the Administrative Agent, demonstrating that, after giving effect to any such increase in the Revolving Credit Commitment, the Borrower and its Subsidiaries will be in pro forma compliance with the financial covenants set forth in Article X; (bv) no Default or Event of Default shall have occurred and be continuing or would result from such proposed increase and any borrowings thereunder; (c) the Credit Parties shall deliver an Officer’s Compliance Certificate to the Administrative Agent demonstrating pro forma compliance with the covenants set forth in Article IX hereof; using the financial statements delivered pursuant to Section 7.1(a) for the most recently ended fiscal quarter hereunder as of the Credit Parties. (i) Each existing Lender shall have the right, but not the obligation, applicable Increase Effective Date or after giving effect to commit to all or a portion of the proposed increase, (ii) the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender and (iii) if the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, the Borrower may then solicit commitments from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent; (e) Any increase in the Revolving Credit Commitment pursuant to this Section 2.8 or any Extensions of Credit made in connection therewith; (vi) the representations and warranties made by the Credit Parties and contained in this Agreement and the other Loan Documents shall be true and correct on and as of the Increase Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which is accomplished by increasing representations and warranties shall be true and correct as of such particular date); (vii) the Commitment of any Lender or Lenders who are at the time amount of such increase party in the Revolving Credit Commitment shall not be less than a minimum principal amount of $25,000,000, or any whole multiple of $5,000,000 in excess thereof (unless otherwise agreed to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (i) this Agreement will be amended by the Administrative Agent), or if less, the maximum amount permitted pursuant to clause (a) above; (viii) the Credit PartiesParties and each Increase Revolving Credit Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Administrative Agent and those Lender(seach Subsidiary Guarantor, in form and substance reasonably satisfactory to the Administrative Agent (a “Lender Addition and Acknowledgement Agreement”); (ix) whose Commitment(s) is the Administrative Agent shall have received any documents or are being increased (but without information, including any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment of each of the Lendersjoinder agreements, (ii) entries in connection with such increase in the Register will be revised to reflect the revised Revolving Credit Commitment as it may request in its reasonable discretion; and Commitment Percentage of each of the Lenders, (iiix) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the effective date of such increase applicable Increase Effective Date among the Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Lenders agree to make all payments and adjustments necessary to effect the such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 5.9 in connection with such reallocation as if such reallocation were a repayment). (d) Upon the execution, delivery, acceptance and (iv) if requested by such recording of the applicable Lender or LendersAddition and Acknowledgment Agreement, from and after the Borrower will deliver new applicable Increase Effective Date, each Increase Revolving Credit Note(sLender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder. (e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of such Lender(sit in accordance with Section 14.10(d);. (f) Any increase Within five (5) Business Days after receipt of notice, the Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Revolving Credit Note or Revolving Credit Notes of any existing Lender or with respect to any New Revolving Credit Lender, a new Revolving Credit Note or Revolving Credit Notes to the order of the applicable Lenders in amounts equal to the Revolving Credit Commitment which is accomplished by addition of a new Lender or such Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of the Administrative Agent and the Borrower which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by the Credit Parties, the Administrative Agent and each new Lender (but without any requirement that the consent of the any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder, (iii) entries set forth in the Register will be revised to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each new Lender), (iv) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (v) at the request of each new Lender, the Borrower will deliver a Register. Such Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to each new Lender; andthe aggregate principal amount of such Revolving Credit Commitments, shall be dated as of the applicable Increase Effective Date and shall otherwise be in substantially the form of the existing Revolving Credit Notes. Each surrendered Revolving Credit Note and/or Revolving Credit Notes shall be canceled and returned to the Borrower. (g) Each All Revolving Credit Loans made on account of any increase to in the Revolving Credit Commitment pursuant to this Section 2.7 (i) 2.8 shall rank pari passu in right of payment and security with bear interest at the rate applicable to the Revolving Credit Facility and (ii) will have the same pricing and tenor as Loans immediately prior to giving effect to such increase in the Revolving Credit FacilityCommitment pursuant to this Section 2.8.

Optional Increase of Revolving Credit Commitment. The (a) Subject to the conditions set forth below, at any time prior to the Revolving Credit Maturity Date, the US Borrower shall have the right upon not less than thirty (30) days prior written notice from time to the Administrative Agent time to increase the Revolving Credit Commitment by in an additional aggregate principal amount of up to $90,000,000; provided that: (a) 75,000,000 less the Borrower shall not make more than two (2) aggregate principal amount of all prior increases prior to the Revolving Credit Maturity Date and Commitment made pursuant to this Section. Pursuant to an Increase Notification, the US Borrower may request that additional Revolving Credit Loans be made on the Increase Effective Date. (b) Increases in the Revolving Credit Commitment shall be obtained from existing Revolving Credit Lenders or from other banks, financial institutions or investment funds that qualify as Eligible Assignees, in each case in accordance with this Section 2.9. Participation in any increase in the Revolving Credit Commitment shall be offered first to each of the existing Revolving Credit Lenders (who shall promptly, but in no event later than ten (10) days after such offer, make a determination as to whether to participate in such increase); provided that no such Revolving Credit Lender shall have any obligation to provide any portion of such increase. If the amount of the increase requested by the US Borrower shall exceed the commitments which the existing Revolving Credit Lenders are willing to provide with respect to such increase, then the US Borrower may invite other banks, financial institutions and investment funds which meet the requirements of an Eligible Assignee to join this Agreement as Revolving Credit Lenders for the portion of such increase not committed to by existing Revolving Credit Lenders (each such other bank, financial institution or investment fund, a “New Revolving Credit Lender” and, collectively with the existing Revolving Credit Lenders providing increased Revolving Credit Commitments, the “Increasing Revolving Credit Lenders”). The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the terms of any increase in the Revolving Credit Commitment herein or therein; provided that such requested increase amendment shall not modify this Agreement or any other Loan Document in any manner materially adverse to any Lender and shall otherwise be in accordance with Section 15.2 hereof. (c) The following terms and conditions shall apply to each increase in the Revolving Credit Commitment: (i) be less than 45,000,000 (or the remaining amount of increases available under this Section after giving effect to any prior increases) and (ii) together with all other increases such increase in the Revolving Credit Commitment pursuant to this Section 2.7 since 2.9 (and any Extensions of Credit made thereunder) shall constitute Obligations of the date US Borrower and shall be guaranteed with the other Extensions of this AgreementCredit on a pari passu basis; (ii) any New Revolving Credit Lender providing such increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with such increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder; (iii) the US Borrower shall, cause upon the request of any Increasing Revolving Credit Lender, execute such Revolving Credit Notes as are necessary to reflect such Increasing Revolving Credit Xxxxxx’s Revolving Credit Commitment (as increased); (iv) the Administrative Agent and the Revolving Credit Lenders shall have received from the US Borrower updated financial projections and an Officer’s Compliance Certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, based on information contained in the most recent quarterly or annual financial statements provided to the Administrative Agent and the Lenders pursuant to Section 8.1(a) or (b) as adjusted to give effect to any such increase in the Revolving Credit Commitment and any Extensions of Credit made or to exceed $300,000,000; be made in connection therewith, the US Borrower and its Subsidiaries will be in pro forma compliance with the financial covenants set forth in Article X; (bv) no Default or Event of Default shall have occurred and be continuing or would result from such proposed increase and any borrowings thereunder; (c) the Credit Parties shall deliver an Officer’s Compliance Certificate to the Administrative Agent demonstrating pro forma compliance with the covenants set forth in Article IX hereof; using the financial statements delivered pursuant to Section 7.1(a) for the most recently ended fiscal quarter as of the Credit Parties. (i) Each existing Lender shall have the right, but not the obligation, applicable Increase Effective Date or after giving effect to commit to all or a portion of the proposed increase, (ii) the failure by any existing Lender to respond to a request for such increase shall be deemed to be a refusal of such request by such existing Lender and (iii) if the Administrative Agent does not receive sufficient commitments from the existing Lenders to fund the entire amount of the proposed increase, the Borrower may then solicit commitments from other banks, financial institutions or investment funds reasonably acceptable to the Administrative Agent; (e) Any increase in the Revolving Credit Commitment pursuant to this Section 2.9 or any Extensions of Credit made in connection therewith; (vi) the representations and warranties made by the Borrowers and contained in Article VII shall be true and correct on and as of the Increase Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which is accomplished by increasing representations and warranties shall be true and correct as of such particular date); (vii) the Commitment of any Lender or Lenders who are at the time amount of such increase party in the Revolving Credit Commitment shall not be less than a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or if less, the maximum amount permitted pursuant to this Agreement clause (which Lender a) above; (viii) the Administrative Agent shall have received a resolution duly adopted by the board of directors (or Lenders shall consent to equivalent governing body) of each Credit Party authorizing such increase in their sole the Revolving Credit Commitments; (ix) the US Borrower and absolute discretion) each Increasing Revolving Credit Lender shall be accomplished as follows: (i) this Agreement will be amended execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a written agreement acknowledged by the Credit Parties, the Administrative Agent and those Lender(seach Subsidiary Guarantor, in form and substance satisfactory to the Administrative Agent (a “Lender Addition and Acknowledgement Agreement”); (x) whose Commitment(s) is the Administrative Agent shall have received any documents or are being increased (but without information, including any requirement that the consent of any other Lender be obtained) to reflect the revised Commitment of each of the Lendersjoinder agreements, (ii) entries in connection with such increase in the Register will be revised to reflect the revised Revolving Credit Commitment as it may request in its reasonable discretion; and Commitment Percentage of each of the Lenders, (iiixi) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations and Swingline Loans will be reallocated by the Administrative Agent on the effective date of such increase applicable Increase Effective Date among the Revolving Credit Lenders in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders agree to make all payments and adjustments necessary to effect the such reallocation and the US Borrower shall pay any and all costs required pursuant to Section 4.9 5.9 in connection with such reallocation as if such reallocation were a repayment). (d) Upon the execution, delivery, acceptance and (iv) if requested by such recording of the applicable Lender or LendersAddition and Acknowledgment Agreement, from and after the Borrower will deliver new applicable Increase Effective Date, each Increasing Revolving Credit Note(sLender shall have a Revolving Credit Commitment as set forth in the Register and all the rights and obligations of a Lender with a Revolving Credit Commitment hereunder. (e) The Administrative Agent shall maintain a copy of each Lender Addition and Acknowledgment Agreement delivered to the Lender or Lenders whose Commitment(s) is or are being increased reflecting the revised Commitment of such Lender(sit in accordance with Section 15.11(c);. (f) Any increase Within five (5) Business Days after receipt of notice, the US Borrower shall execute and deliver to the Administrative Agent, in exchange for any surrendered Revolving Credit Note or Revolving Credit Notes of any existing Revolving Credit Lender or with respect to any New Revolving Credit Lender, a new Revolving Credit Note or Revolving Credit Notes to the order of the applicable Revolving Credit Lenders in amounts equal to the Revolving Credit Commitment which is accomplished by addition of a new Lender or such Revolving Credit Lenders under the Agreement shall be accomplished as follows: (i) each new Lender shall be an Eligible Assignee and shall be subject to the consent of the Administrative Agent and the Borrower which consents shall not be unreasonably withheld, (ii) this Agreement will be amended by the Credit Parties, the Administrative Agent and each new Lender (but without any requirement that the consent of the any other Lender be obtained) to reflect the addition of each new Lender as a Lender hereunder, (iii) entries set forth in the Register will be revised to reflect the revised Commitment and Commitment Percentages of each of the Lenders (including each Register. Such new Lender), (iv) the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated on the effective date of such increase among the Lenders (including each new Lender) in accordance with their revised Commitment Percentages (and the Lenders (including each new Lender) agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment) and (v) at the request of each new Lender, the Borrower will deliver a Revolving Credit Note or Revolving Credit Notes shall be in an aggregate principal amount equal to each new Lender; andthe aggregate principal amount of such Revolving Credit Commitments, shall be dated as of the Increase Effective Date and shall otherwise be in substantially the form of the existing Revolving Credit Notes. Each surrendered Revolving Credit Note and/or Revolving Credit Notes shall be canceled and returned to the US Borrower. (g) Each All Revolving Credit Loans made on account of any increase to in the Revolving Credit Commitment pursuant to this Section 2.7 (i) 2.9 shall rank pari passu in right of payment and security with bear interest at the rate applicable to the Revolving Credit Facility and (ii) will have the same pricing and tenor as Loans immediately prior to giving effect to such increase in the Revolving Credit FacilityCommitment pursuant to this Section 2.9.