Common use of Revolver Increase Clause in Contracts

Revolver Increase. (A) Upon satisfaction of the conditions precedent set forth in the definition of Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. Borrowers may, by written notice to Agent (A) Upon satisfaction whereupon Agent shall promptly deliver a copy to each of the conditions precedent set forth Lenders), request that the amount of the aggregate Revolver Commitment be increased by an amount of up to $40,000,000 (any such increase, a “Revolver Increase”); provided, that no such Revolver Increase shall be made if (i) at the time that such Revolver Increase is to be made (and after giving effect thereto) a Default or Event of Default shall exist or would occur as a result of such Revolver Increase, (ii) Agent has not received an opinion of Borrowers’ counsel reasonably satisfactory to Agent opining that the Revolver Increase does not conflict with, or result in a breach of, the definition Second Lien Debt Documents or the 2009 Indenture, or require that the Debt evidenced by the Second Lien Debt Documents or the 2009 Indenture be secured on an equal and ratable basis with any portion of the Obligations, (iii) Agent has not received a certificate of Parent reasonably satisfactory to Agent certifying that the Revolver Increase not conflict with, or result in a breach of, the Indenture, or require that the Debt evidenced by the Indenture be secured on an equal and ratable basis with any portion of the Obligations, (iv) the holders of the Second Lien Debt have not consented to the Revolver Increase and effective the Second Lien Debt Intercreditor Agreement has not been amended in a manner satisfactory to Agent to increase the “Maximum Priority First Lien Loan Amount” (as defined in the Second Lien Debt Intercreditor Agreement) by at least 110% of the Revolver Increase, or (v) Agent has not received commitments (reasonably satisfactory to Agent) from Lenders (or their Affiliates) or other Persons reasonably acceptable to Agent, within 90 days after receipt of Borrowers’ request and prior to such Revolver Increase, to provide Revolver Commitments which, in the aggregate, equal the amount of the requested Revolver Increase. Any such Revolver Increase shall be in a minimum amount of $5,000,000 and the aggregate amount of all Revolver Increases shall not exceed $40,000,000. Notwithstanding anything to the contrary herein, no Lender shall have any obligation to increase its Revolver Commitment to provide all or any portion of a Revolver Increase. In the event Agent receives satisfactory commitments for Revolver Commitments in excess of the requested Revolver Increase, Agent shall have the right, following consultation with Borrower Representative, to allocate the Revolver Increase among such commitments as Agent shall elect. The notice from Borrowers pursuant to this Section shall set forth the requested amount of such Revolver Increase. If Borrowers’ request for the Revolver Increase satisfies all of the terms and conditions set forth herein, Agent shall notify Borrower Representative and each Lender of the date specified in writing by such Revolver Increase is to be made, which date shall be on or after delivery to Agent of each of the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of following documents: (1) $15,000,000 and a joinder agreement signed by a duly authorized representative of any Person that becomes a Lender, (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lenderan officers’ certificate of Borrower Representative, in form and substance reasonably acceptable to each of themAgent, confirming compliance with all conditions precedent set forth herein; (3) to participate in the extent requested by any Lender, executed Notes issued by Borrowers; (4) an amendment to this Agreement, as appropriate, and the other Loan Documents, to effectuate the terms of this Section 2.1.7 and the Revolver Increase. Lenders shall have no obligation , executed by each Borrower, each Lender providing an increased or new Revolver Commitment, and no right to participate in Agent; and (5) any Revolver Increase. other customary documents (Bincluding opinions of counsel) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lendersreasonably requested by Agent, in each casecase all in form and substance reasonably acceptable to Agent (it being understood and agreed that, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratablynotwithstanding Section 14.1, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, any such amendments and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) supplements shall be accompanied by payment effective without further consent of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3any Lender (other than any Lender providing an increased or new Revolver Commitment). (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. (A) Upon satisfaction of the conditions precedent set forth in the definition of Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 10,000,000 and (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the BorrowerBorrowers, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower Borrowers shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. On and after the Closing Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (Athe “Revolver Increase”) Upon satisfaction the Revolving Commitment Amount by up to an aggregate of $45,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the conditions precedent set forth Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the definition Lenders accepting their pro rata share of the Revolver Increase and effective as of the date specified (iii) third, to other commercial banks or financial institutions. No increase in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the aggregate by Agent pursuant to which such existing Lenders state the lesser amount of (1) $15,000,000 their Revolver Increase and (2) any such new Lenders state the Maximum Incremental Amount. The Administrative Agent shall select amount of their Revolver Commitment and reasonably approve one or more Lenders (including any Person not previously agree to assume and accept the obligations and rights of a Lender hereunder who executes and delivers any such new and increasing Lenders agree to make a joinder agreement executed Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Administrative Borrower. Unless otherwise agreed to by the Borrower, Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in Lenders providing any Revolver Increase. Lenders , no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall have no obligation and no right to participate be required by the Lender in any connection with a Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. Borrowers may, by written notice by Borrowers to Agent (A) Upon satisfaction whereupon Agent shall promptly deliver a copy to each of the conditions precedent Lenders), request that the amount of the Maximum Revolver Amount be increased by an amount of up to $10,000,000 (any such increase, a “Revolver Increase”), with increases attributed to the Maximum Canadian Revolver Amount and the Maximum US Revolver Amount as requested by Borrowers; provided, that no such Revolver Increase shall be made if (i) at the time that such Revolver Increase is to be made (and after giving effect thereto) a Default or Event of Default shall exist or would occur as a result of such Revolver Increase, (ii) Borrowers are not in compliance with the financial covenants set forth in the definition of Revolver Increase and effective Section 7 as of the date specified most recent month-end on a pro forma basis after giving effect to such increase, whether or not such covenants are then in writing by effect, or (iii) the Administrative applicable Agent(s) has or have not received additional Revolver Commitments (reasonably satisfactory to such Agent) from Lenders (or their Affiliates) or other Persons reasonably acceptable to such Agent to provide the requested Revolver Increase. Any such Revolver Increase shall be in a minimum aggregate amount of $5,000,000 and the aggregate amount of all Revolver Increases shall not exceed $10,000,000. No Revolver Increases may be requested or made after the three year anniversary of the Closing Date. Notwithstanding anything to the contrary herein, no Lender shall have any obligation to increase its Revolver Commitment to provide all or any portion of a Revolver Increase. The notice from Borrowers pursuant to this Section shall set forth the requested amount and allocation to the Maximum Canadian Revolver Amount and/or Maximum US Revolver Amount of such Revolver Increase. If Borrowers’ request for the Revolver Increase satisfies all of the terms and conditions set forth herein, the Revolving Loan Commitment Amount may applicable Agent(s) shall notify Borrowers and each Lender of the date such Revolver Increase is to be increased in made, which date shall be on or after delivery to Agents of each of the aggregate by the lesser of following documents: (1) $15,000,000 and a joinder agreement signed by a duly authorized representative of any Person that becomes a Lender, (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the an officers’ certificate of each Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each Agent, confirming compliance with all conditions precedent set forth herein; (3) an amendment to this Agreement, as appropriate, and the other Loan Documents, to effectuate the terms of them) to participate in any this Section and the Revolver Increase. Lenders shall have no obligation , executed by Borrowers, each Lender, and no right to participate in Agents; and (4) any Revolver Increase. other customary documents (Bincluding, if requested by Agents, opinions of counsel) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lendersreasonably requested by Agents, in each casecase all in form and substance reasonably acceptable to Agents (it being understood and agreed that, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratablynotwithstanding Section 14.1, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, any such amendments and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) supplements shall be accompanied by payment effective without further consent of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3any Lender). (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time prior to the Revolver Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Revolving Committed Amount (Aeach a “Revolver Increase”) Upon satisfaction by an aggregate amount of up to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) the sum of (i) the aggregate amount of any prior Incremental Term Facility established pursuant to Section 2.2(e) plus (ii) the aggregate amount of any prior Revolver Increases established pursuant to this Section 2.1(f). The following terms and conditions precedent shall apply to each Revolver Increase: (i) the loans made under any such Revolver Increase (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the proceeds of any Additional Revolving Loan will be used for the purposes set forth in Section 3.11, (iii) the definition Borrower shall execute a Revolving Note in favor of Revolver Increase and effective as any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment is created or increased, (iv) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (v) the date specified in writing Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the BorrowerCredit Parties, addressed to the Administrative Agent and such Lenderthe Lenders, in form and substance reasonably acceptable to each the Administrative Agent, (vi) any such Revolver Increase shall be in a minimum principal amount of them$15,000,000 or, if less, the maximum remaining amount permitted pursuant to this Section 2.1(f), (vii) to participate in if the interest rate margin on any Revolver Increase. Lenders Increase would be more than the Applicable Percentage for the existing Revolving Loans, the Applicable Percentage on the existing Revolving Loans shall have no obligation and no right be increased such that the Applicable Percentage on the existing Revolving Loans is equal to participate in any the interest rate margin on such Revolver Increase. , and (Bviii) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans shall have received from the Borrower updated financial projections for the remainder of certain Revolving Lenders the projection term set forth in Section 3.1(e) and obtain additional Revolving Loans from other Revolving Lendersan officer’s certificate, in each case, case in form and substance reasonably satisfactory to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratablyAdministrative Agent, on the basis of their respective Revolving Loan Commitment Amountsdemonstrating that, after giving effect to any such Revolver Increase on a Pro Forma Basis, the increase Borrower will be in compliance with the aggregate Revolving Loan Commitment Amounts effected by implementation financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation to provide all or any portion of the Revolver Increase. The Lender Parties hereby agree that Administrative Agent is authorized to enter into, on behalf of the borrowing noticeLenders, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant any amendment to this clause (B). Any repayments made pursuant Credit Agreement or any other Credit Document as may be necessary to this clause (B) shall be accompanied by payment incorporate the terms of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the any new Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordinglytherein.

Revolver Increase. (A) Upon satisfaction of the conditions precedent set forth in the definition of Revolver Increase The Borrower and effective as of the date specified in writing by CoBank may agree, and from time to time, upon at least 30 days’ prior written notice to the Administrative Agent, that CoBank shall increase the Revolving Loan Commitment Amount may available to the Borrower pursuant to this Subsection 10 (the “Revolver Increase”). The Revolver Increase, if any, shall be increased in documented by a supplement to the aggregate MLA (or restatement thereof) signed by the lesser of Borrower and CoBank. Notwithstanding the foregoing: (1) $15,000,000 and (2i) the Maximum Incremental Amount. The Administrative Agent principal amount of the Revolver Increase shall select and reasonably approve one or more Lenders not exceed $6,000,000; (including any Person ii) CoBank shall not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) be obligated to participate in any Revolver Increase. Lenders such increase, which decision shall have no obligation and no right to participate be made in any Revolver Increase. the sole discretion of CoBank; (Biii) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary that any applicable interest rate margins for the Revolver Increase exceed by more than 0.25% the applicable interest rate margins for the Revolving Loan, determined as of the initial funding date for the Revolver Increase, the Applicable Margin for the Revolving Loan shall be increased so that all the interest rate margins on the Revolver Increase and the Revolving Lenders participate Loan are equal; (iv) any covenant or Event of Default applicable to the Revolver Increase that is more restrictive than the equivalent covenant or Event of Default set forth in outstanding this Agreement shall be deemed to be applicable to the Revolving Loans ratably, on the basis hereunder; (v) no Default or Event of their respective Revolving Loan Commitment Amounts, Default shall have occurred and be continuing or result after giving effect to the increase Revolver Increase and the borrowings contemplated thereunder, and the Borrower shall be in pro forma compliance with the financial covenants contained in Subsection 8(I) of the MLA; and (vi) the Incremental Term Loan Facility (as defined in the aggregate Revolving Loan Commitment Amounts effected by implementation of Third Supplement) shall not have been funded. CoBank shall have no obligation, and shall have no right, to participate in the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, Amended and pro rata payment requirements contained elsewhere in this Agreement shall not apply Restated Second Supplement to the transactions effected pursuant to this clause (B)Amended and Restated Master Loan Agreement/New Ulm Telecom, Inc. Loan No. Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.RX0583-T2A

Revolver Increase. On and after the Closing Date, Borrower shall have the option to increase in minimum increments of $2,500,000 (A) Upon satisfaction of the conditions precedent set forth in the definition of “Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2Increase”) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders Revolver Amount by up to $5,000,000 (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to which the increase in Maximum Revolver Amount shall not exceed $25,000,000 less the aggregate Revolving Loan Commitment Amounts amount of reductions to the Revolver Commitments effected by implementation on or prior to the date of the Revolver Increase) (and Borrower shall be permitted to make such reductions from time to time and the “Maximum Revolver Amount” shall be correspondingly reduced, so long as immediately after giving effect to any such reduction the total amount of Advances does not exceed either (i) the Maximum Revolver Amount less the Letter of Credit Usage or (ii) the Borrowing Base less the Letter of Credit Usage)) upon at least 30 days (but not more than 45 days) advance written notice (“Revolver Increase Notice”) from Borrower to the Agent (which notice Agent shall promptly deliver to the Lenders). The Lender Parties hereby agree Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the borrowing noticeRevolver Increase will not violate or conflict with the terms of any Indebtedness or any other material contract, minimum borrowingagreement, pro rata borrowing, instrument or obligation of any Credit Party (and pro rata payment requirements contained elsewhere which notice will be accompanied by an opinion of counsel to Credit Parties on terms satisfactory to Agent in this Agreement shall not apply its Permitted Discretion). Any Advance as a result of an increase to the transactions effected Revolver Commitment pursuant to this clause (B)Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Any repayments made Upon the increase of the Revolver Commitment pursuant to this clause (B) Section 2.2, Schedule C-1 shall be accompanied by payment deemed amended and replaced with a new Schedule C-1 reflecting the new Revolver Commitments hereunder. For purposes of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in clarification, the Revolver Increase (1) will be deemed is a fully committed credit extension, subject to have purchased a participation satisfaction of the terms and conditions contained in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit this Section 2.2 and the participation of each other Revolving Lender otherwise as set forth in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordinglythis Agreement.

Revolver Increase. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Revolving Committed Amount (Aeach a “Revolver Increase”) Upon satisfaction by an aggregate amount of up to (a) FIFTY MILLION DOLLARS ($50,000,000) less (b) the sum of (i) the aggregate amount of any prior Incremental Term Facility established pursuant to Section 2.2(e) plus (ii) the aggregate amount of any prior Revolver Increases established pursuant to this Section 2.1(f). The following terms and conditions precedent shall apply to each Revolver Increase: (i) the loans made under any such Revolver Increase (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the proceeds of any Additional Revolving Loan will be used for the purposes set forth in Section 3.11, (iii) the definition Borrower shall execute a Revolving Note in favor of Revolver Increase and effective as any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment is created or increased, (iv) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (v) the date specified in writing Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the BorrowerCredit Parties, addressed to the Administrative Agent and such Lenderthe Lenders, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans Agent, (vi) any such Revolver Increase shall be in a minimum principal amount of certain Revolving $15,000,000 or, if less, the maximum remaining amount permitted pursuant to this Section 2.1(f), (vii) the interest rate margin applicable to such Revolver Increase (taking into account upfront fees payable to the Lenders and obtain additional Revolving Loans from other Revolving Lendersmaking such Revolver Increase or any original issue discount thereon, in each casecase in excess of fees or original issue discount paid on the Closing Date) may be higher than the then-current interest rate margin on the existing Revolving Loans, but by no more than 0.25%, and if the Revolver Increase includes an interest rate floor and the addition of such floor to the LIBOR Rate or the Alternate Base Rate would cause an increase in the interest rate then in effect under the existing Revolving Loans, such floor shall be added to the LIBOR Rate or the Alternate Base Rate (it being understood that the existing Revolving Loan pricing will be increased and/or additional fees will be paid to existing Revolving Lenders to the extent necessary so that all Revolving Lenders participate to satisfy such requirement) and (viii) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the projection term set forth in outstanding Revolving Loans ratablySection 3.1(e) and an officer’s certificate, on in each case in form and substance reasonably satisfactory to the basis of their respective Revolving Loan Commitment AmountsAdministrative Agent, demonstrating that, after giving effect to any such Revolver Increase on a Pro Forma Basis, the increase Borrower will be in compliance with the aggregate Revolving Loan Commitment Amounts effected by implementation financial covenants set forth in Section 5.9 and no Default or Event of Default shall exist. No existing Lender shall have any obligation to provide all or any portion of the Revolver Increase. The Lender Parties hereby agree that Administrative Agent is authorized to enter into, on behalf of the borrowing noticeLenders, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant any amendment to this clause (B). Any repayments made pursuant Credit Agreement or any other Credit Document as may be necessary to this clause (B) shall be accompanied by payment incorporate the terms of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the any new Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordinglytherein.

Revolver Increase. Borrowers may, by written notice by Administrative Borrower to Agent (A) Upon satisfaction whereupon Agent shall promptly deliver a copy to each of the conditions precedent Lenders), request that the amount of the Maximum Revolver Amount be increased by an amount of up to $20,000,000 (any such increase, a “Revolver Increase”); provided, that no such Revolver Increase shall be made if (i) at the time that such Revolver Increase is to be made (and after giving effect thereto) a Default or Event of Default shall exist or would occur as a result of such Revolver Increase, (ii) Agent has not consented to such Revolver Increase, or (iii) Agent has not received additional Revolver Commitments (reasonably satisfactory to Agent) from Lenders (or their Affiliates) or other Persons acceptable to Agent to provide the requested Revolver Increase. Any such Revolver Increase shall be in a minimum amount of $5,000,000 and the aggregate amount of all Revolver Increases shall not exceed $20,000,000. Notwithstanding anything to the contrary herein, no Lender shall have any obligation to increase its Revolver Commitment to provide all or any portion of a Revolver Increase. The notice from Administrative Borrower pursuant to this Section shall set forth in the definition requested amount of such Revolver Increase. If Borrowers’ request for the Revolver Increase satisfies all of the terms and effective as conditions set forth herein, Agent shall notify Administrative Borrower and each Lender of the date specified in writing by such Revolver Increase is to be made, which date shall be on or after delivery to Agent of each of the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of following documents: (1) $15,000,000 and a joinder agreement signed by a duly authorized representative of any Person that becomes a Lender, (2) the Maximum Incremental Amount. The an officers’ certificate of Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each Agent, confirming compliance with all conditions precedent set forth herein; (3) an amendment to this Agreement, as appropriate, and the other Loan Documents, to effectuate the terms of them) to participate in any this Section and the Revolver Increase. Lenders shall have no obligation , executed by Borrowers, each Lender, and no right to participate in Agent; and (4) any Revolver Increase. other customary documents (Bincluding opinions of counsel) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lendersreasonably requested by Agent, in each casecase all in form and substance reasonably acceptable to Agent (it being understood and agreed that, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratablynotwithstanding Section 14.1, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, any such amendments and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) supplements shall be accompanied by payment effective without further consent of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3any Lender). (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. On and after the Closing Date and until (Abut not including) Upon satisfaction of the conditions precedent set forth in Maturity Date, Borrower may, at its option at any time on a single occasion, seek to increase (the definition of “Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2Increase”) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders Revolver Amount by up to $75,000,000 (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to which the increase in Maximum Revolver Amount shall not exceed $375,000,000 less the aggregate Revolving Loan Commitment Amounts amount of reductions to the Revolver Commitments effected by implementation on or prior to the date of the Revolver Increase) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Lender Parties hereby agree Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the borrowing noticeRevolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, minimum borrowingagreement, pro rata borrowing, instrument or obligation of any Credit Party (and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall which notice will be accompanied by payment an opinion of all accrued interest counsel to Credit Parties on terms satisfactory to Agent in its Permitted Discretion to the amount prepaid effect that, among other matters, the Revolver Increase constitutes a “Senior Claim” under and all amounts owed pursuant to Sections 4.4 as defined in the Intercreditor Agreement and 11.3. (C) Each Revolving Lender participating in that there is no conflict with the Credit Parties’ other Indebtedness or any such contract, agreement, instrument or obligation). Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (1i) will first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have purchased declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a participation in non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other Eligible Transferees. Agent agrees to use its reasonable efforts to syndicate any remaining portion of the Revolver Increase to other Eligible Transferees; provided, however, that the minimum final allocated Revolver Commitment of each then outstanding Letter of Credit Eligible Transferee that is not a Lender shall be equal to its Percentage or in excess of $5,000,000. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such Letter new Lender or increasing Lender constitute a proportional amount of Credit and the participation aggregate outstanding Advances based on the Revolver Commitment of each other Revolving Lender in such Letter new Lender. Any Advance as a result of Credit an increase to the Revolver Commitment pursuant to this Section 2.2 shall be adjusted accordingly, (2) will acquire (and will pay subject to the Administrative Agentterms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, for Schedule C-1 to the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will Closing Compliance Certificate shall be deemed to have purchased amended and replaced with a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and new Schedule C-1 reflecting the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordinglynew Revolver Commitments hereunder.

Revolver Increase. (A) Upon satisfaction So long as no Default or Event of the conditions precedent set forth in the definition of Revolver Increase Default has occurred and effective as of the date specified in writing by the Administrative Agentis continuing, the Revolving Loan Commitment Amount Borrowers may request that the Commitments be increased by up to $50,000,000 in the aggregate by and, upon such request, the lesser Borrowers may propose, and the Agent will use its commercially reasonable efforts to solicit, additional financial institutions to become Lenders for purposes of this Agreement or any existing Lender to increase its Commitment; provided, that (1i) $15,000,000 and each Lender which is a party to this Agreement prior to such increase shall have the first option to participate in any such Commitment increase based on its Pro Rata Share of the amount of the increase in the Commitments (2) or any such greater amount in the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (including ii) in the event that it becomes necessary to include a new financial institution to fund all or any Person not previously portion the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee and reasonably acceptable to the Agent and the Borrowers, and each such financial institution shall become a Lender hereunder who executes and delivers a joinder agreement executed by agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iii) no Lender shall have an obligation to the BorrowerBorrowers, the Administrative Agent or any other Lender to increase its Commitment or its Pro Rata Share of the Commitments, and such Lender, (iv) in form and substance reasonably acceptable to each no event shall the addition of themany Lender or Lenders or the increase in the Commitment of any Lender under this Section 1.2(j) to participate increase the Commitments (A) in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. single instance by less than $10,000,000 or (B) to an aggregate amount greater than $250,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, the Commitments set forth on Schedule 1.1 shall be amended by the Agent to reflect such addition or such increase. Any new financial institution added as a new Lender pursuant to this Section 1.2(j) shall be required to have a Commitment of not less than $5,000,000. In connection with any Commitment increase, the Borrowers shall pay (x) to any new Lender and any Lender increasing its Commitment, all closing fees as may be agreed to by the Borrowers and such Lenders, (y) to the Agent, for its own account, all of the Agent’s reasonable costs and expenses relating thereto, and (z) to the Agent, for its own account, such arrangement fees (at the applicable market rate at such time) as may be agreed to by the Borrowers and the Agent to the extent the Agent arranges any such Commitment increase. If any requested increase in the Commitments is agreed to in accordance with this Section 1.2(j), the Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). The Borrower shall in coordination Agent, with the Administrative Agent repay consent and approval of the Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. Each new Lender, and each existing Lender that has increased its Commitment, shall purchase Revolving Loans and participations in outstanding Letters of Credit from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolving Loans and outstanding Letters of certain Revolving Lenders and obtain additional Credit from each Lender shall equal such Lender’s Pro Rata Share of the Commitments, as modified to give effect to such increase, multiplied by the aggregate amount of outstanding Revolving Loans and Letters of Credit from all Lenders. As a condition precedent to the effectiveness of such increase, the Borrowers shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrowers’ Agent, including a certification that, before and after giving effect to such increase, the representations and warranties contained in Article 6 hereof are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Event of Default has occurred and is continuing. The Borrowers shall prepay any Revolving Loans which are LIBOR Loans and which are outstanding on the Increase Effective Date (and pay any and all costs and other Revolving Lenders, required payments in each case, connection with such prepayment pursuant to Section 4.4 hereof) to the extent necessary so that all Revolving Lenders participate in to keep the outstanding Revolving Loans ratably, on and Letters of Credit ratable with any revised Pro Rata Shares of the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the Commitments arising from any non-ratable increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3Commitments. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. On and after the Fifth Amendment Effective Date and until (Abut not including) Upon satisfaction of the conditions precedent set forth in Maturity Date, Borrower, at its option at any time (but not more than once per quarter), has the definition of right to increase (the “Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2Increase”) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders Revolver Amount by up to $20,000,000 in minimum increments of $5,000,000 (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to which the increase in Maximum Revolver Amount shall not exceed $80,000,000 less the aggregate Revolving Loan Commitment Amounts amount of reductions to the Revolver Commitments effected by implementation after the Fifth Amendment Effective Date but on or prior to the date of the Revolver Increase) upon at least 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders); provided during any Seasonal Borrowing Period in which the Maximum Revolver Amount has been increased pursuant to the proviso in the definition thereof, the amounts in this Section 2.2 shall be deemed unavailable for increase unless Borrower shall elect to make such Seasonal Borrowing Period increase permanent under this Section 2.2. The Lender Parties hereby agree that Revolver Increase Notice shall (a) specify the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in date upon which the Revolver Increase is requested to occur, (1b) will be deemed to have purchased delivered at a participation in each then outstanding Letter time when no Default or Event of Credit equal to its Percentage of such Letter of Credit Default has occurred and is continuing (and the participation effectiveness of each other Revolving Lender in such Letter of Credit the Revolver Increase shall be adjusted accordingly, (2) will acquire (and will pay subject to no Default or Event of Default existing as of the Administrative Agent, for time of the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(iiRevolver Increase), and (3c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Each Lender shall be deemed obligated to have purchased a participation provide its pro rata share of the requested Revolver Increase in each then outstanding Swingline Loan equal to its Percentage the amount of such Swingline Loan Lender’s Revolver Increase Commitment and the participation of each other Revolving Lender in such Swingline Loan Maximum Revolver Amount shall be adjusted accordinglyautomatically increased to reflect such Revolver Increase. Pricing for the Revolver Increase, including upfront fees, shall be identical to the Revolver Commitment then in effect (upfront fees shall be proportional to those upfront fees paid to the Lenders on the Fifth Amendment Effective Date). Any Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, Schedule C-1 shall be amended and replaced with a new Schedule C-1 to be delivered by Agent to the Lenders and reflecting the new Revolver Commitments hereunder.”

Revolver Increase. On and after the Fifth Amended and Restated Effective Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (Athe “Revolver Increase”) Upon satisfaction the Revolving Commitment Amount by up to an aggregate of $20,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $100,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the conditions precedent set forth Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the definition Lenders accepting their pro rata share of the Revolver Increase and effective as of the date specified (iii) third, to other commercial banks or financial institutions. No increase in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the aggregate by Agent pursuant to which such existing Lenders state the lesser amount of (1) $15,000,000 their Revolver Increase and (2) any such new Lenders state the Maximum Incremental Amount. The Administrative Agent shall select amount of their Revolver Commitment and reasonably approve one or more Lenders (including any Person not previously agree to assume and accept the obligations and rights of a Lender hereunder who executes and delivers any such new and increasing Lenders agree to make a joinder agreement executed Loan such that the outstanding Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.1.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.1.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.2.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Administrative Borrower. Unless otherwise agreed to by the Borrower, Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in Lenders providing any Revolver Increase. Lenders , no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall have no obligation and no right to participate be required by the Lender in any connection with a Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. (A) Upon satisfaction So long as no Default or Event of the conditions precedent set forth in the definition of Revolver Increase Default has occurred and effective as of the date specified in writing by the Administrative Agentis continuing, the Revolving Loan Commitment Amount Borrowers may request that the Commitments be increased by up to $100,000,000 in the aggregate by and, upon such request, the lesser Borrowers may propose, and the Agent will use its commercially reasonable efforts to solicit, additional financial institutions to become Lenders for purposes of this Agreement or any existing Lender to increase its Commitment; provided, that (1i) $15,000,000 and each Lender which is a party to this Agreement prior to such increase shall have the first option to participate in any such Commitment increase based on its Pro Rata Share of the amount of the increase in the Commitments (2) or any such greater amount in the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (including ii) in the event that it becomes necessary to include a new financial institution to fund all or any Person not previously portion of the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee and be reasonably acceptable to the Agent and the Borrowers, and each such financial institution shall become a Lender hereunder who executes and delivers a joinder agreement executed by agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iii) no Lender shall have an obligation to the BorrowerBorrowers, the Administrative Agent or any other Lender to increase its Commitment or its Pro Rata Share of the Commitments, and such Lender, (iv) in form and substance reasonably acceptable to each no event shall the addition of themany Lender or Lenders or the increase in the Commitment of any Lender under this Section 1.2(j) to participate increase the Commitments (A) in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. single instance by less than $5,000,000 or (B) to an aggregate amount greater than $400,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, the Commitments set forth on Schedule 1.1 shall be amended by the Agent to reflect such addition or such increase. Any new financial institution added as a new Lender pursuant to this Section 1.2(j) shall be required to have a Commitment of not less than $10,000,000. In connection with any Commitment increase, the Borrowers shall pay (x) to any new Lender and any Lender increasing its Commitment, all closing fees as may be agreed to by the Borrowers and such Lenders and (y) to the Agent, for its own account, all of the Agent’s reasonable costs and expenses relating thereto. If any requested increase in the Commitments is agreed to in accordance with this Section 1.2(j), the Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). The Borrower shall in coordination Agent, with the Administrative Agent repay consent and approval of the Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. Each new Lender, and each existing Lender that has increased its Commitment, shall purchase Revolving Loans and participations in outstanding Letters of Credit from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolving Loans and outstanding Letters of certain Revolving Lenders and obtain additional Credit from each Lender shall equal such Lender’s Pro Rata Share of the Commitments, as modified to give effect to such increase, multiplied by the aggregate amount of outstanding Revolving Loans and Letters of Credit from all Lenders. As a condition precedent to the effectiveness of such increase, the Borrowers shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrowers’ Agent, including a certification that, before and after giving effect to such increase, the representations and warranties contained in Article 7 hereof are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Event of Default has occurred and is continuing. The Borrowers shall prepay any Revolving Loans which are LIBOR Loans and which are outstanding on the Increase Effective Date (and pay any and all costs and other Revolving Lenders, required payments in each case, connection with such prepayment pursuant to Section 4.4 hereof) to the extent necessary so that all Revolving Lenders participate in to keep the outstanding Revolving Loans ratably, on and Letters of Credit ratable with any revised Pro Rata Shares of the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the Commitments arising from any non-ratable increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3Commitments. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. On and after the Sixth Amended and Restated Effective Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (Athe "Revolver Increase") Upon satisfaction the Revolving Commitment Amount by up to an aggregate of $25,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $150,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the conditions precedent set forth Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the definition Lenders accepting their pro rata share of the Revolver Increase and effective as of the date specified (iii) third, to other commercial banks or financial institutions. No increase in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the aggregate by Agent pursuant to which such existing Lenders state the lesser amount of (1) $15,000,000 their Revolver Increase and (2) any such new Lenders state the Maximum Incremental Amount. The Administrative Agent shall select amount of their Revolver Commitment and reasonably approve one or more Lenders (including any Person not previously agree to assume and accept the obligations and rights of a Lender hereunder who executes and delivers any such new and increasing Lenders agree to make a joinder agreement executed Loan such that the outstanding Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.1.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.1.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.2.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Administrative Borrower. Unless otherwise agreed to by the Borrower, Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in Lenders providing any Revolver Increase. Lenders , no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall have no obligation and no right to participate be required by the Lender in any connection with a Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. (A) Upon satisfaction On and after the Initial Syndication Date and until the second anniversary of the conditions precedent set forth in Closing Date, Borrower may, at its option at any time on a single occasion, seek to increase (the definition of "Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2Increase") the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders Revolver Amount by up to $50,000,000 (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to which the increase in Maximum Revolver Amount shall not exceed $250,000,000 less the aggregate Revolving Loan Commitment Amounts amount of reductions to the Revolver Commitments effected by implementation on or prior to the date of the Revolver Increase) upon at least 30 days (but not more than 45 days) written notice ("Revolver Increase Notice") to the Agent (which notice Agent shall promptly deliver to the Lenders). The Lender Parties hereby agree Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the borrowing noticeRevolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, minimum borrowingagreement, pro rata borrowing, instrument or obligation of any Credit Party (and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall which notice will be accompanied by payment an opinion of counsel to Credit Parties on terms satisfactory to Agent in its Permitted Discretion to the effect that, among other matters, the Revolver Increase constitutes senior debt under all accrued interest on the amount prepaid such Indebtedness and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in that there is no conflict with Credit Parties' other Indebtedness or any such contract, agreement, instrument or obligation). Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (1i) will first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have purchased declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a participation in non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other Eligible Transferees. Agent agrees to use its reasonable efforts to syndicate any remaining portion of the Revolver Increase to other Eligible Transferees; provided, however, that the minimum final allocated Revolver Commitment of each then outstanding Letter of Credit Eligible Transferee that is not a Lender shall be equal to its Percentage or in excess of $5,000,000. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstandings of such Letter new Lender or increasing Lender constitute a proportional amount of Credit and the participation aggregate outstanding Advances based on the Revolver Commitment of each other Revolving Lender in such Letter new Lender. Any Advance as a result of Credit an increase to the Revolver Commitment pursuant to this Section 2.2 shall be adjusted accordingly, (2) will acquire (and will pay subject to the Administrative Agentterms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will Schedule C-1 shall be deemed to have purchased amended and replaced with a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and new Schedule C-1 reflecting the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordinglynew Revolver Commitments hereunder.

Revolver Increase. (A) Upon satisfaction of the conditions precedent set forth in the definition of Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit (Revolver) equal to its Percentage of such Letter of Credit (Revolver) and the participation of each other Revolving Lender in such Letter of Credit (Revolver) shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit (Revolver) and accrued interest thereon as described in Section 2.1.1(d)(ii2.1.2(a)(iii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.. 46267678.11

Revolver Increase. On and after the Sixth Amended and Restated Effective Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (Athe “Revolver Increase”) Upon satisfaction the Revolving Commitment Amount by up to an aggregate of $25,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $150,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the conditions precedent set forth Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the definition Lenders accepting their pro rata share of the Revolver Increase and effective as of the date specified (iii) third, to other commercial banks or financial institutions. No increase in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the aggregate by Agent pursuant to which such existing Lenders state the lesser amount of (1) $15,000,000 their Revolver Increase and (2) any such new Lenders state the Maximum Incremental Amount. The Administrative Agent shall select amount of their Revolver Commitment and reasonably approve one or more Lenders (including any Person not previously agree to assume and accept the obligations and rights of a Lender hereunder who executes and delivers any such new and increasing Lenders agree to make a joinder agreement executed Loan such that the outstanding Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.1.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.1.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.2.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Administrative Borrower. Unless otherwise agreed to by the Borrower, Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in Lenders providing any Revolver Increase. Lenders , no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall have no obligation and no right to participate be required by the Lender in any connection with a Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. On and after the Fifth Amended and Restated Effective Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (Athe "Revolver Increase") Upon satisfaction the Revolving Commitment Amount by up to an aggregate of $20,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $100,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the conditions precedent set forth Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the definition Lenders accepting their pro rata share of the Revolver Increase and effective as of the date specified (iii) third, to other commercial banks or financial institutions. No increase in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the aggregate by Agent pursuant to which such existing Lenders state the lesser amount of (1) $15,000,000 their Revolver Increase and (2) any such new Lenders state the Maximum Incremental Amount. The Administrative Agent shall select amount of their Revolver Commitment and reasonably approve one or more Lenders (including any Person not previously agree to assume and accept the obligations and rights of a Lender hereunder who executes and delivers any such new and increasing Lenders agree to make a joinder agreement executed Loan such that the outstanding Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.1.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.1.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.2.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Administrative Borrower. Unless otherwise agreed to by the Borrower, Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in Lenders providing any Revolver Increase. Lenders , no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall have no obligation and no right to participate be required by the Lender in any connection with a Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. (Aa) Upon satisfaction Company may, at its option at any time and from time to time in increments of not less than $25,000,000, seek to increase the Total Multicurrency Revolving Commitment (the “Revolver Increase”) by up to an aggregate of $100,000,000 (after giving effect to all such increases the Total Multicurrency Revolving Commitment shall not exceed the Dollar Equivalent of $450,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Administrative Agent (which notice Administrative Agent shall promptly deliver to the Lenders) of the conditions precedent set forth Borrowers’ intent to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees the additional Multicurrency Revolving Commitments. The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Unmatured Event of Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of the Borrowers or any of their Subsidiaries. For purposes of clarification, no Lender shall be obligated to increase its Multicurrency Revolving Commitment pursuant to this Section 2.9. Administrative Agent, upon receipt of a Revolver Increase Notice will offer the Revolver Increase to each existing Lender and any Eligible Assignees; provided, however, that the minimum final allocated Multicurrency Revolving Commitment of each Eligible Assignee that is not a Lender shall be equal to or in excess of $5,000,000. No increase in the definition Total Multicurrency Revolving Commitment shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Administrative Agent a writing in form reasonably satisfactory to the Administrative Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and effective as any such new Lenders state the amount of their Multicurrency Revolving Commitment and agree to assume and accept the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser obligations and rights of (1) $15,000,000 and (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder and any such new and increasing Lenders agree to make a Loan such that the outstandings of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Loans based on the Multicurrency Revolving Commitment of such new Lender. Any Loan as a result of an increase to the Multicurrency Revolving Commitment pursuant to this Section 2.9 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Total Multicurrency Revolving Commitment pursuant to this Section 2.9, Schedule 1.1(a) shall be deemed amended and replaced with a new Schedule 1.1(a) reflecting the new Multicurrency Revolving Commitments hereunder. (b) In the event of any Revolver Increase, each Borrower will enter into an amendment with the lenders (who executes shall by execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such Revolver Increase, which amendment shall set forth any terms and delivers a joinder agreement executed conditions of the Revolver Increase not covered by this Agreement as agreed by the Borrower, the Administrative Agent applicable Borrower and such LenderLenders, and shall provide for the issuance of promissory notes to evidence the increase to the Multicurrency Revolving Commitments if requested by the lenders advancing the Revolver Increase (which notes shall constitute Multicurrency Revolving Notes for purposes of this Agreement), with such amendment to be in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation Administrative Agent and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination consistent with the Administrative Agent repay outstanding Revolving Loans terms of certain Revolving Lenders this Section 2.9(b) and obtain additional Revolving Loans from of the other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis provisions of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation this Agreement. No consent of any Lender (other than any Lender providing any of the Revolver Increase) is required to permit the Loans contemplated by this Section 2.9(b) or the aforesaid amendment to effectuate the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements This section shall supercede any provisions contained elsewhere in this Agreement shall not apply Agreement, including, without limitation, Section 12.1, to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3contrary. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. On and after the Initial Syndication Date and until (Abut not including) Upon satisfaction of the conditions precedent set forth in Maturity Date, Borrower may, at its option at any time on a single occasion, seek to increase (the definition of “Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2Increase”) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders Revolver Amount by up to $50,000,000 (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to which the increase in Maximum Revolver Amount shall not exceed $400,000,000 less the aggregate Revolving Loan Commitment Amounts amount of reductions to the Revolver Commitments effected by implementation on or prior to the date of the Revolver Increase) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Lender Parties hereby agree Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the borrowing noticeRevolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, minimum borrowingagreement, pro rata borrowing, instrument or obligation of any Credit Party (and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall which notice will be accompanied by payment an opinion of all accrued interest counsel to Credit Parties on terms satisfactory to Agent in its Permitted Discretion to the amount prepaid effect that, among other matters, the Revolver Increase constitutes a “Senior Claim” under and all amounts owed pursuant to Sections 4.4 as defined in the Intercreditor Agreement and 11.3. (C) Each Revolving Lender participating in that there is no conflict with the Credit Parties’ other Indebtedness or any such contract, agreement, instrument or obligation). Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (1i) will first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have purchased declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a participation in non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other Eligible Transferees. Agent agrees to use its reasonable efforts to syndicate any remaining portion of the Revolver Increase to other Eligible Transferees; provided, however, that the minimum final allocated Revolver Commitment of each then outstanding Letter of Credit Eligible Transferee that is not a Lender shall be equal to its Percentage or in excess of $5,000,000. No increase in the Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make an Advance such that the outstanding Advances of such Letter new Lender or increasing Lender constitute a proportional amount of Credit and the participation aggregate outstanding Advances based on the Revolver Commitment of each other Revolving Lender in such Letter new Lender. Any Advance as a result of Credit an increase to the Revolver Commitment pursuant to this Section 2.2 shall be adjusted accordingly, (2) will acquire (and will pay subject to the Administrative Agentterms and conditions contained in this Agreement. Upon the increase of the Revolver Commitment pursuant to this Section 2.2, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will Schedule C-1 shall be deemed to have purchased amended and replaced with a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and new Schedule C-1 reflecting the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordinglynew Revolver Commitments hereunder.

Revolver Increase. (A) Upon satisfaction of the conditions precedent set forth in the definition of Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit (Revolver) equal to its Percentage of such Letter of Credit (Revolver) and the participation of each other Revolving Lender in such Letter of Credit (Revolver) shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit (Revolver) and accrued interest thereon as described in Section 2.1.1(d)(ii2.1.2(a)(iii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. (A) Upon satisfaction Borrower may, prior to the fourth anniversary of the conditions precedent set forth Closing Date, by written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), request up to three increases (in minimum increments of $5,000,000) to the amount of the Maximum Revolver Amount to increase the Maximum Revolver Amount to an amount not to exceed $100,000,000 at any time (any such increase, a "Revolver Increase"); provided, that no such Revolver Increase shall be made if (i) such Revolver Increase would be prohibited by the terms of the Senior Unsecured Debt Documents, (ii) at the time that such Revolver Increase is to be made (and after giving effect thereto) a Default or Event of Default shall exist, (iii) Agent has not received commitments (satisfactory to Agent) from Lenders (or their Affiliates) or other Persons acceptable to Agent to provide Revolver Commitments which, in the definition aggregate, equal the amount of the requested Revolver Increase and effective Increase, or (iv) Availability as of the date specified in writing of the request by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2) Borrower is less than the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders Revolver Amount (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the proposed Revolver Increase). Notwithstanding anything to the contrary herein, no Lender shall have any obligation to increase its Revolver Commitment to provide all or any portion of a Revolver Increase. In the event Agent receives Revolver Commitments in excess of the aggregate Revolving Loan Commitment Amounts effected by implementation requested Revolver Increase, Agent shall have the right to allocate the Revolver Increase among such Revolver Commitments as Agent shall elect. The notice from Borrower pursuant to this Section shall set forth the requested amount of the Revolver Increase. The If Borrower's request for the Revolver Increase satisfies all of the terms and conditions set forth herein, Agent shall notify Borrower and each Lender Parties hereby agree that of the borrowing noticedate such Revolver Increase is to be made (which date shall be within 15 days of the date each of the foregoing conditions have been satisfied). In connection with the Revolver Increase and as a further condition to providing the Revolver Increase, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement (A) Borrower shall not apply pay to Agent any fees required to be paid pursuant to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause Fee Letter, (B) Loan Parties, Agent and Lenders shall be accompanied by payment of all accrued interest on execute such amendments, agreements, instruments and documents, if any, as Agent shall reasonably request to evidence the amount prepaid Revolver Increase and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving any Person that becomes a Lender participating in the Revolver Increase (1) will be deemed shall execute a joinder to have purchased this Agreement as a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

Revolver Increase. On and after the Closing Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (Athe "Revolver Increase") Upon satisfaction the Revolving Commitment Amount by up to an aggregate of $45,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the conditions precedent set forth Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the definition Lenders accepting their pro rata share of the Revolver Increase and effective as of the date specified (iii) third, to other commercial banks or financial institutions. No increase in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the aggregate by Agent pursuant to which such existing Lenders state the lesser amount of (1) $15,000,000 their Revolver Increase and (2) any such new Lenders state the Maximum Incremental Amount. The Administrative Agent shall select amount of their Revolver Commitment and reasonably approve one or more Lenders (including any Person not previously agree to assume and accept the obligations and rights of a Lender hereunder who executes and delivers any such new and increasing Lenders agree to make a joinder agreement executed Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Administrative Borrower. Unless otherwise agreed to by the Borrower, Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in Lenders providing any Revolver Increase. Lenders , no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall have no obligation and no right to participate be required by the Lender in any connection with a Revolver Increase. (B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3. (C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.