Common use of Revolving Credit Commitment Increases Clause in Contracts

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article 3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article 3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit LenderXxxxxx’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article 3III, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Amended Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. (i) Upon each Revolving Credit Commitment Increase with respect to the U.S. Revolving Credit Facility pursuant to this Article 3Section, (iA) each U.S. Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing U.S. Revolving Credit Lender, if any, and each Incremental Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “U.S. Revolving Credit Commitment Increase Lender”), and each such U.S. Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such U.S. Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit Credit, in each case, held by each U.S. Revolving Credit Lender (including each such U.S. Revolving Credit Commitment Increase Lender) will equal such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment Percentage and (iiB) if, on the date of such Revolving Credit Commitment Increase, there are any U.S. Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole reasonable discretion and in consultation with the CompanyBorrower Representative, reasonably necessary and appropriate to result in each U.S. Revolving Credit Lender (including each U.S. Revolving Credit Commitment Increase Lender) having a pro-pro rata share of the outstanding U.S. Revolving Credit Loans based on each such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the U.S. Revolving Credit Loans being prepaid and any costs incurred by any U.S. Revolving Credit Lender in accordance with Section 5.213.05. The Administrative Agent and the U.S. Revolving Credit Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence. (ii) Upon each Revolving Credit Commitment Increase with respect to the Canadian Revolving Credit Facility pursuant to this Section, (A) each Canadian Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Canadian Revolving Credit Lender, if any, and each Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Canadian Revolving Credit Commitment Increase Lender”), and each such Canadian Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Canadian Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit, in each case, held by each Canadian Revolving Credit Lender (including each such Canadian Revolving Credit Commitment Increase Lender) will equal such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment Percentage and (B) if, on the date of such Revolving Credit Commitment Increase, there are any Canadian Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its reasonable discretion and in consultation with the Borrower Representative, reasonably necessary and appropriate to result in each Canadian Revolving Credit Lender (including each Canadian Revolving Credit Commitment Increase Lender) having a pro rata share of the outstanding Canadian Revolving Credit Loans based on each such Canadian Revolving Credit Lender’s Canadian Revolving Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Canadian Revolving Credit Loans being prepaid and any costs incurred by any Canadian Revolving Credit Lender in accordance with Section 3.05. The Administrative Agent and the Canadian Revolving Credit Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article 3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Credit Lenders), request that new Revolving Credit Commitments of any Class be extended or existing Revolving Credit Commitments of any Class be increased by one or more financial institutions, which may include any Revolving Credit Lender (any such financial institution, an “Increasing Revolving Credit Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Revolving Credit Commitments of the applicable Class, except for any upfront fees paid to Increasing Revolving Credit Lenders; (ii) the aggregate amount of Revolving Credit Commitment Increases effected pursuant to this paragraph shall not exceed $250,000,000; (iii) each Revolving Credit Commitment Increase shall be in an aggregate principal amount of not less than $25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a); (iv) prior to any such Revolving Credit Commitment Increase, except as otherwise specified in the applicable Revolving Accession Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement and (v) at the time of each such Revolving Credit Commitment Increase request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective (which shall be not less than ten Business Days or more than 60 days after the date of such Notice of Increase unless otherwise agreed to by the Administrative Agent). The Borrower may arrange for one or more Revolving Credit Lenders or one or more other financial institutions to act as Increasing Revolving Credit Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that each Increasing Revolving Credit Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Revolving Credit Lender shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the date specified in the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Revolving Credit Lender that is not already a Revolving Credit Lender, execution and delivery by such Increasing Revolving Credit Lender of a Revolving Accession Agreement). Upon the effectiveness of any Revolving Accession Agreement to which any Increasing Revolving Credit Lender is a party, such Increasing Revolving Credit Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Revolving Credit Lender hereunder. (b) Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Commitment Increase, this Agreement may be amended (such amendment, a “Revolving Credit Commitment Increase Amendment”) without the consent of any Lender to the extent (but only to the extent) necessary to reflect the existence and terms of the Revolving Credit Commitment Increase evidenced thereby. Upon the effectiveness of each Revolving Credit Commitment Increase pursuant to this Article 3Section 2.26, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case Increasing Revolving Credit Lender providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”)Increase, and each such Increasing Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsparticipations, the percentage of the aggregate outstanding participation interests participations hereunder in Letters of Credit and Swingline Loans held by each Revolving Credit Lender (including each such Increasing Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Pro Rata Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, such Revolving Loans shall on or prior to the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each effectiveness of such Revolving Credit Commitment Increase Lender) having a pro-rata share be prepaid from the proceeds of the outstanding additional Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to made hereunder (reflecting such Revolving Credit Commitment Increase), provided that any which prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.212.12. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be the transactions effected pursuant to the immediately preceding sentence.”. (r) Section 3.19(a) (Security Documents) of the Credit Agreement is hereby amended by replacing the words “in each case prior and superior in right to any other person, and” in subclause (i) of such section with the words “in each case prior and superior in right to any other person (other than the rights of persons pursuant to (x) Liens permitted by Section 6.02(z) and (y) Liens permitted by Section 6.02 having priority by operation of law), and”. (s) Section 5.13 (Proceeds of Certain Dispositions) of the Credit Agreement is hereby amended by replacing the proviso at the end of such section in its entirety with “provided that the Borrower may use a portion of such cash proceeds to prepay or repurchase Other Senior Secured Debt to the extent any applicable credit agreement, indenture or other agreement governing such Other Senior Secured Debt requires the Borrower to prepay or make an offer to purchase such Other Senior Secured Debt with such cash proceeds, in each case in an amount not to exceed the product of (A) the amount of such cash proceeds and (B) a fraction, the numerator of which is the outstanding principal amount of such Other Senior Secured Debt and the denominator of which is the sum of the outstanding principal amount of such Other Senior Secured Debt and the outstanding principal amount of Term Loans, or (ii) acquire assets in a manner that is permitted hereby, in each case in a manner that will eliminate any such requirement to make such an offer to purchase”. (t) Section 6.01 (Indebtedness) of the Credit Agreement is hereby amended as follows: (i) by replacing the “$750,000,000” set forth in clause (r) thereof with “$1,000,000,000”; (ii) by replacing the “$400,000,000” set forth in clause (u) thereof with “$700,000,000”; (iii) by deleting the word “and” at the end of clause (u) thereof; (iv) by amending and restating clause (v) thereof in its entirety with the following:

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article 3Section 2.14, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests Participation Interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsParticipation Interests, the percentage of the aggregate outstanding participation interests (A) Participation Interests hereunder in Letters of Credit and (B) Participation Interests hereunder in Swingline Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the CompanyU.S. Borrower, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-pro rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.213.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. Upon each (i) In the event that the aggregate amount of the Senior Commitment Increases is less than the Senior Facilities Maximum Increase Amount, the Borrower shall have the right, at any time and from time to time during the Revolving Credit Availability Period, by delivering written notice to the Administrative Agent, to request that the Revolving Credit Commitments be increased (a “Revolving Credit Commitment Increase pursuant to this Article 3, (i) each Increase”); provided that the aggregate Term Loan Increases plus the aggregate Revolving Credit Lender immediately prior Commitment Increases shall not at any time exceed the Senior Facilities Maximum Increase Amount. (ii) Upon receipt of a written request from the Borrower, the Administrative Agent and the Joint Lead Arrangers shall attempt to arrange and syndicate such increase will automatically and without further act be deemed Revolving Credit Commitment Increase, by contacting one or more new lenders (the “New Lenders”) or one or more existing Lenders to have assigned determine whether such New Lenders desire to each enter into Revolving Credit Commitments, and/or whether any such existing Lender, if anyin its sole discretion, and each Incremental Lender, if any, in each case providing a portion desires to increase the aggregate amount of its Revolving Credit Commitments. Each such Revolving Credit Commitment Increase (each a “shall be arranged and syndicated by the Administrative Agent and the Joint Lead Arrangers, and any New Lenders shall be selected by the Administrative Agent and the Joint Lead Arrangers in consultation with the Borrower. The Administrative Agent’s and the Joint Lead Arrangers’ agreements to arrange and syndicate any such Revolving Credit Commitment Increase Lender”)shall not be deemed to constitute a commitment, or an offer, to provide, such Revolving Credit Commitment Increase or a representation, direct or implied, that such arrangement and syndication will be successful. The Borrower shall pay to the Administrative Agent and the Joint Lead Arrangers such fees and expenses in connection with arranging and syndicating each such Revolving Credit Commitment Increase Lender will automatically and without further act Increase, as may be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsagreed by the Borrower, the percentage of Administrative Agent and the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) ifJoint Lead Arrangers, on the date to achieve a successful syndication of such Revolving Credit Commitment Increase, there are and no portion of such fees shall be allocable to any Persons other than the Administrative Agent, the Joint Lead Arrangers, Lenders increasing the aggregate amount of their Revolving Credit Loans outstandingCommitments or the New Lenders, unless otherwise agreed by the Administrative Agent and the Joint Lead Arrangers. The Administrative Agent and the Joint Lead Arrangers shall take those steps which it deems, in its sole discretion have no liability to the Borrower or the Lenders if the Administrative Agent and in consultation with the Company, necessary Joint Lead Arrangers are unable to successfully arrange and appropriate to result in each syndicate any requested Revolving Credit Commitment Increase. The Borrower may request Revolving Credit Commitment Increases on any number of occasions, subject to the conditions and provisions set forth herein. No Lender shall have any obligation to increase its Revolving Credit Commitment. (including each iii) If the Administrative Agent and the Joint Lead Arrangers are able to successfully arrange and syndicate any requested Revolving Credit Commitment Increase, such Revolving Credit Commitment Increase Lender) having a pro-rata share of shall become effective on the outstanding Revolving Credit Loans based on date specified by the Administrative Agent (each such Revolving Credit Lender’s date being referred to a “Revolving Credit Commitment Percentage immediately Increase Date”); provided that (x) no Default shall exist on the Revolving Credit Commitment Increase Date both before and after giving effect to such proposed Revolving Credit Commitment Increase; (y) the Borrower shall have paid all fees and expenses in connection with the arrangement and syndication of such Revolving Credit Commitment Increase; and (z) the Borrower shall have delivered or caused to be delivered to the Administrative Agent any certificates or other documents reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase. In the event the Administrative Agent and the Joint Lead Arrangers shall be unable to successfully arrange and syndicate any requested Revolving Credit Commitment Increase within thirty days of the date of any written request by the Borrower for such Revolving Credit Commitment Increase, provided that any prepayment made in connection with such request by the taking of any such steps Borrower shall be accompanied by accrued interest on deemed to have expired and the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Joint Lead Arrangers shall have no further obligation to continue such arrangement and syndication efforts; provided that the expiration of such thirty-day period shall not limit the Borrower’s right to make one or more additional requests for Revolving Credit Commitment Increase. (iv) On each Revolving Credit Commitment Increase Date, subject to the satisfaction of the foregoing terms and conditions, and subject to the limitations set forth in clause (v) of this Section 2.1(b): (w) each New Lender taking part in such Revolving Credit Commitment Increase shall enter into one or more Lender Joinder Agreements or other documents in form and substance reasonably satisfactory to the Administrative Agent, and upon execution of such Lender Joinder Agreements or other documents, such New Lender taking part in such Revolving Credit Commitment Increase shall be deemed to be a “Lender” under this Agreement and the other Loan Documents; (x) the Revolving Credit Commitments shall be adjusted to take into account the Revolving Credit Commitments of the New Lenders taking part in such Revolving Credit Commitment Increase and the increases, if any, of the Revolving Credit Commitments of the existing Lenders, and (y) each existing Lender who is increasing its Revolving Credit Commitments shall have returned to the Administrative Agent for cancellation its Revolving Credit Note, if any, and the Borrower shall have executed and delivered to the Administrative Agent for the benefit of each New Lender taking part in such Revolving Credit Commitment Increase to the extent requested by such New Lender and each existing Lender who is increasing its Revolving Credit Commitments a new Revolving Credit Note to the extent requested by such existing Lender, in each case, in the aggregate principal amount of such Lender’s Revolving Credit Commitment after giving effect to the Revolving Credit Commitment Increase. Each of the Lenders hereby agree that authorizes the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere Administrative Agent to revise Part II of Schedule 2.1 on each Revolving Credit Commitment Increase Date to reflect such increase without an amendment to this Agreement. (v) Notwithstanding anything to the contrary set forth in this Agreement Section 2.1(b), in no event shall not apply to any transaction that may be effected Revolving Credit Commitment Increase result in (1) any increase or decrease in the amount of any Lender’s Revolving Credit Commitment without such Lender’s prior written consent, or (2) the sum of the aggregate Term Loan Increases plus the aggregate Revolving Credit Commitment Increases exceeding the Senior Facilities Maximum Increase Amount at any time. (vi) Each Revolving Credit Loan made pursuant to a Revolving Credit Commitment Increase will be secured by the immediately preceding sentenceCollateral, pari passu with the other Senior Loans and will be deemed to be part of the Guaranteed Obligations under Article 3.

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article 3Section, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the CompanyBorrower, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-pro rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.213.5. If, in connection with any Revolving Credit Commitment Increase, the Revolving Credit Commitment Increase Lenders receive upfront or similar fees as the result of which the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Revolving Credit Commitment Increase Lenders but not arranger fees) relating to any Revolving Credit Commitment Increase exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all existing Revolving Credit Lenders but not arranger fees) relating to the then existing Revolving Credit Facility immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the existing Revolving Credit Lenders shall be entitled to receive upfront or similar fees, such that Applicable Rate relating to the outstanding Revolving Credit Facility be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Revolving Credit Commitment Increase Lenders but not arranger fees) relating to such Revolving Credit Commitment Increase minus 0.50%. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. Upon each (a) In the event that the Borrower wishes to increase the aggregate Revolving Credit Commitments at any time after the Syndication Date that no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent and the Syndication Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Revolving Credit Commitment Increase pursuant to this Article 3Notice"). The Borrower may, at its election, (i) each Revolving Credit Lender immediately prior offer one or more of the Lenders the opportunity to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, participate in each case providing all or a portion of such the Offered Increase Amount pursuant to paragraph (b) below and/or (ii) with the consent of each Issuing Lender (which consents shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Credit Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such commitment increase. The Borrower or, if requested by the Borrower, the Syndication Agent will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Revolving Credit Commitments and which elects to become a party to this Agreement and obtain a Revolving Credit Commitment in an amount so offered and accepted by it pursuant to Section 2.22(a)(ii) shall execute a New Revolving Credit Lender Supplement with the Borrower, the Administrative Agent and the Syndication Agent, substantially in the form of Exhibit O, whereupon such bank, financial institution or other entity (herein called a "New Revolving Credit Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that the Revolving Credit Commitment of any such new Lender shall be in an amount not less than $5,000,000. Any Lender which accepts an offer to it by the Borrower to increase its Revolving Credit Commitment pursuant to Section 2.22(a)(i) shall, in each case, execute a “Revolving Credit Commitment Increase Lender”)Supplement with the Borrower, the Administrative Agent and each the Syndication Agent, substantially in the form of Exhibit P, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased. The effectiveness of any new Revolving Credit Commitment agreed to pursuant to a New Revolving Credit Lender Supplement or a Revolving Credit Commitment Increase Lender will automatically Supplement executed pursuant to this paragraph (b) shall be subject to the condition that the Administrative Agent shall have received such legal opinions and without further act be deemed other documents from the Borrower and its counsel with respect to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such the Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsincrease as the Administrative Agent shall have reasonably requested. (c) If any bank, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each financial institution or other entity becomes a New Revolving Credit Lender (including such or any Lender's Revolving Credit Commitment Increase Lender) will equal such is increased pursuant to Section 2.22(b), additional Revolving Credit Lender’s Loans made on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on the Revolving Credit Commitment Percentage Percentages in effect on and (ii) if, after such Re-Allocation Date. In the event that on the date of any such Revolving Credit Commitment Increase, Re-Allocation Date there are any Revolving Credit Loans outstanding, the Administrative Agent Borrower shall take those steps which it deems, in its sole discretion make prepayments thereof and in consultation with the Company, necessary and appropriate to result in each borrowings of Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the Loans so that, after giving effect thereto, such outstanding Revolving Credit Loans are held pro rata based on each such new Revolving Credit Lender’s Percentages. (d) Notwithstanding anything to the contrary in this Section 2.22, (i) in no event shall any transaction effected pursuant to this Section 2.22 increase the aggregate amount of the Revolving Credit Commitments to more than $225,000,000 and (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment Percentage immediately after giving effect unless it agrees to such Revolving Credit Commitment Increase, provided that any prepayment made do so in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentenceits sole discretion.

Revolving Credit Commitment Increases. (a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrowers may request increases in the aggregate amount of the Revolving Credit Commitments, the Swing Line Sublimit and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment Increase” and all of them, collectively, the “Revolving Credit Commitment Increases”); provided that no Lender or L/C Issuer shall be required to participate in any such increase; and provided, further, that (x) the aggregate amount of all such increases in the Revolving Credit Commitments shall not exceed $100,000,000 and (y) any such increase in the Revolving Credit Commitments shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. Any loans made in respect of any Revolving Credit Commitment Increase shall be made by increasing the aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Loans. The proceeds of any Revolving Credit Commitment Increase shall be used (i) to finance the working capital and capital expenditures needs of the Lead Borrower and its Restricted Subsidiaries and (ii) for general corporate purposes (including any actions permitted by Article VII) of the Borrowers and their Restricted Subsidiaries. (b) Each notice from the Borrowers pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the Revolving Credit Commitment Increase. At the time of the sending of such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Revolving Commitment Increases may be provided by any existing Lender or by any other bank or investing entity (but in no case (i) by any Loan Party or any Affiliate of any Loan Party, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clauses (i) and (ii), or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Revolving Credit Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent, the Swing Line Lender and L/C Issuer, as applicable) shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Revolving Credit Lender’s, as the case may be, providing such Revolving Credit Commitment Increase if such consent would be required under Section 10.07 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Credit Lender, as the case may be. No Lender shall be obligated to provide any Revolving Credit Commitment Increases unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Revolving Credit Facility held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. (c) Commitments in respect of any Revolving Credit Commitment Increase shall become Revolving Credit Commitments (or in the case of any Revolving Credit Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender, as the case may be agreeing to provide such Commitment, if any, each Incremental Revolving Credit Lender, if any, and the Administrative Agent. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. (d) If any Revolving Credit Commitment Increase occurs in accordance with this Section 2.14, the Administrative Agent and the Borrowers shall determine the effective date (the “Incremental Effective Date”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such addition and the Incremental Effective Date. (e) The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Incremental Effective Date each of the following, each dated the applicable Incremental Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Incremental Amendment; (B) certified copies of resolutions of each Loan Party approving the execution, delivery and performance of the Incremental Amendment and either certified copies of the Organization Documents of each Loan Party or a certification by a Responsible Officer of each Loan Party that there have been no changes to the Organization Documents of such Loan Party since the Closing Date; (C) to the extent requested by the Administrative Agent, a Mortgage modification or a new Mortgage with respect to each Mortgaged Property and the related documents, agreements and instruments (including legal opinions) set forth in Sections 6.12(a)(iii) and 6.12(a)(iv), which Mortgage modification, new Mortgage and related documents, agreements and instruments (including legal opinions) may, if agreed to by the Administrative Agent in its sole discretion, be delivered within sixty (60) days of the date of effectiveness of the applicable Incremental Amendment (or such longer period as agreed to by the Administrative Agent in its sole discretion); and (D) a favorable opinion of counsel for the Loan Parties dated the Incremental Effective Date, to the extent requested by the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (ii) (A) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Incremental Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms and conditions provided for above, and (C) both at the time of any request for any Revolving Credit Commitment Increase and upon the effectiveness of any Incremental Amendment, no Default or Event of Default shall exist; (iii) after giving effect on a Pro Forma Basis to any Revolving Credit Commitment Increase (assuming for such purposes that the entire amount of such Revolving Credit Commitment Increase is fully funded and the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11); and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Incremental Amendment on the related Incremental Effective Date), as applicable, all fees and, to the extent required by Section 10.04, expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Incremental Effective Date. (f) On each Incremental Effective Date, each Lender or Eligible Assignee which is providing an Incremental First Lien Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents and (ii) shall have a “Revolving Credit Commitment” hereunder. (g) Upon each Revolving Credit Commitment Increase pursuant to this Article 3Section, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Revolving Credit Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage Pro Rata Share and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the CompanyBorrowers, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.213.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence. (h) This Section 2.14 shall supersede any provision of Section 2.13 or Section 10.01 to the contrary.

Revolving Credit Commitment Increases. Upon (a) Subject to Section 4.04, the Borrower and any one or more Revolving Credit Lenders (including New Revolving Credit Lenders (as defined below)) may, from time to time, without the consent of any other Lender, the Administrative Agent or any Issuing Bank (but with the consent of (i) the Administrative Agent and each Issuing Bank with respect to any New Revolving Credit Lender and (ii) each Issuing Bank with respect to any increase of the Revolving Credit Commitment Increase pursuant to this Article 3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each of any existing Lender, if any, and each Incremental Lender, if any, in each case providing such consent not to be unreasonably withheld, delayed or conditioned), agree that such Revolving Credit Lenders (including New Revolving Credit Lenders) shall provide additional Revolving Credit Commitments or increase the amount of their Revolving Credit Commitments (each, a portion “Revolving Credit Commitment Increase”, and such Revolving Credit Lenders and New Revolving Credit Lenders being collectively referred to as the “Increasing Revolving Credit Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Revolving Credit Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of Revolving Credit Commitment Increases obtained after the Closing Date shall not exceed $500,000,000 and (B) each Revolving Credit Commitment Increase shall be in an integral multiple of $5,000,000 and not less than $25,000,000. No Revolving Credit Lender shall have any obligation to participate in any Revolving Credit Commitment Increase unless it agrees to do so in its sole discretion. Any bank, financial institution or other entity that is eligible to be an assignee under Section 10.04 (and has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Revolving Credit Commitment Increase Lender”), and each such ” under this Agreement in connection with any Revolving Credit Commitment Increase shall execute a New Revolving Credit Lender will automatically and without further act be deemed to have assumedSupplement (each, a portion “New Revolving Credit Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Revolving Credit Lender’s participation interests hereunder in outstanding Letters ”) shall become a Revolving Credit Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of Credit such that, after giving effect to such this Agreement. (i) The commitments under each Revolving Credit Commitment Increase and each such shall be deemed assignment and assumption of participation interests, the percentage for all purposes part of the aggregate outstanding participation interests hereunder in Letters of Revolving Credit held by Commitments, (ii) each Revolving Credit Lender (including any New Revolving Credit Lender) participating in such Revolving Credit Commitment Increase Lendershall become a Revolving Credit Lender with respect to the Revolving Credit Commitments and all matters relating thereto and (iii) will the commitments under each Revolving Credit Commitment Increase shall have the same terms as the Revolving Credit Commitments. On the Incremental Commitment Effective Date for any Revolving Credit Commitment Increase, (A) the aggregate principal amount of the Revolving Credit Loans outstanding (the “Initial Revolving Credit Borrowings”) immediately prior to the Revolving Credit Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be repaid, (B) each Increasing Revolving Credit Lender that shall have had a Revolving Credit Commitment prior to the Revolving Credit Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (1) the product of (x) such Revolving Credit Lender’s Applicable Percentage (calculated after giving effect to the Revolving Credit Commitment Percentage Increase) multiplied by (y) the amount of each Subsequent Revolving Credit Borrowing (as defined below) and (ii2) ifthe product of (x) such Revolving Credit Lender’s Applicable Percentage (calculated without giving effect to the Revolving Credit Commitment Increase) multiplied by (y) the amount of each Initial Revolving Credit Borrowing, on (C) each Increasing Revolving Credit Lender that shall not have had a Revolving Credit Commitment prior to the date Revolving Credit Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Revolving Credit Lender’s Applicable Percentage (calculated after giving effect to the Revolving Credit Commitment Increase) multiplied by (2) the amount of each Subsequent Revolving Credit Borrowing, (D) after the Administrative Agent receives the funds specified in clauses (B) and (C) above, the Administrative Agent shall pay to each Revolving Credit Lender the portion of such funds that is equal to the difference between (1) the product of (x) such Revolving Credit Lender’s Applicable Percentage (calculated without giving effect to the Revolving Credit Commitment Increase) multiplied by (y) the amount of each Initial Revolving Credit Borrowing, and (2) the product of (x) such Revolving Credit Lender’s Applicable Percentage (calculated after giving effect to the Revolving Credit Commitment Increase) multiplied by (y) the amount of each Subsequent Revolving Credit Borrowing, (E) after the effectiveness of the Revolving Credit Commitment Increase, there are any the Borrower shall be deemed to have made new Revolving Credit Loans outstanding, Borrowings (the “Subsequent Revolving Credit Borrowings”) in amounts equal to the amounts of the Initial Revolving Credit Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent shall take those steps which it deemsin accordance with Section 2.03, in its sole discretion and in consultation with the Company, necessary and appropriate to result in (F) each Revolving Credit Lender (including shall be deemed to hold its Applicable Percentage of each Subsequent Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately Borrowing (calculated after giving effect to such the Revolving Credit Commitment Increase), provided that and (G) the Borrower shall pay each Revolving Credit Lender any prepayment made in connection with the taking of any such steps shall be accompanied by and all accrued but unpaid interest on the its Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21comprising the Initial Revolving Credit Borrowings. The Administrative Agent and deemed payments of the Lenders hereby agree that Initial Revolving Credit Borrowings made pursuant to clause (A) above shall be subject to compensation by the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected Borrower pursuant to the immediately preceding sentenceprovisions of Section 2.15 if the Incremental Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto.

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article 3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. Upon each (i) In the event that the aggregate amount of the Revolving Credit Commitments as of the Closing Date is less than the Revolving Credit Maximum Amount, the Borrower shall have the right, at any time and from time to time prior to the Revolving Credit Conversion Date, by delivering written notice to the Administrative Agent, to request that the Revolving Credit Commitments be increased by an amount (an "Revolving Credit Commitment Increase pursuant Increase") up to this Article 3, but not exceeding the difference between (ix) each the Revolving Credit Lender immediately prior Maximum Amount and (y) the aggregate amount of the Revolving Credit Commitments as of the date of such request for an Revolving Credit Commitment Increase. (ii) Upon receipt of a written request from the Borrower, the Administrative Agent and the Sole Lead Arranger shall attempt to arrange and syndicate such increase will automatically and without further act be deemed Revolving Credit Commitment Increase, by contacting one or more new lenders (the "New Lenders") or one or more existing Lenders to have assigned determine whether such New Lenders desire to each enter into Revolving Credit Commitments, and/or whether any such existing Lender, if anyin its sole discretion, and each Incremental Lender, if any, in each case providing a portion desires to increase the aggregate amount of its Revolving Credit Commitments. Each such Revolving Credit Commitment Increase (each a “shall be arranged and syndicated by the Administrative Agent and the Sole Lead Arranger, and any New Lenders shall be selected by the Administrative Agent and the Sole Lead Arranger in consultation with the Borrower. The Administrative Agent's and the Sole Lead Arranger's agreements to arrange and syndicate any such Revolving Credit Commitment Increase Lender”)shall not be deemed to constitute a commitment, or an offer, to provide, such Revolving Credit Commitment Increase or a representation, direct or implied, that such arrangement and syndication will be successful. The Borrower shall pay to the Administrative Agent and the Sole Lead Arranger such fees and expenses in connection with arranging and syndicating each such Revolving Credit Commitment Increase Lender will automatically and without further act Increase, as may be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsagreed by the Borrower, the percentage of Administrative Agent and the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) ifSole Lead Arranger, on the date to achieve a successful syndication of such Revolving Credit Commitment Increase, there are and no portion of such fees shall be allocable to any persons other than the Administrative Agent, the Sole Lead Arranger, a Lender increasing the aggregate amount of its Revolving Credit Loans outstandingCommitments or the New Lenders, unless otherwise agreed by the Administrative Agent and the Sole Lead Arranger. The Administrative Agent and the Sole Lead Arranger shall take those steps which it deems, in its sole discretion have no liability to the Borrower or the Lenders if the Administrative Agent and in consultation with the Company, necessary Sole Lead Arranger are unable to successfully arrange and appropriate to result in each syndicate any requested Revolving Credit Commitment Increase. The Borrower may request Revolving Credit Commitment Increases on any number of occasions, subject to the conditions and provisions set forth herein. No Lender shall have any obligation to increase its Revolving Credit Commitment. (including each iii) If the Administrative Agent and the Sole Lead Arranger are able to successfully arrange and syndicate any requested Revolving Credit Commitment Increase, such Revolving Credit Commitment Increase Lender) having a pro-rata share of shall become effective on the outstanding Revolving Credit Loans based on date specified by the Administrative Agent (each such Revolving Credit Lender’s date being referred to a "Revolving Credit Commitment Percentage immediately Increase Date") provided that (x) no Default shall exist on the Revolving Credit Commitment Increase Date both before and after giving effect to such proposed Revolving Credit Commitment Increase; (y) the Borrower shall have paid all fees and expenses in connection with the arrangement and syndication of such Revolving Credit Commitment Increase; and (z) the Borrower shall have delivered or caused to be delivered to the Administrative Agent any certificates or other documents reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase including amendments to Mortgages and endorsements to title insurance policies or new title insurance policies (if and to the extent it is determined that new title policies are necessary to insure the lien of the Mortgages with respect to the Revolving Credit Commitment Increase). In the event the Administrative Agent and the Sole Lead Arranger shall be unable to successfully arrange and syndicate any requested Revolving Credit Commitment Increase within thirty days of the date of any written request by the Borrower for such Revolving Credit Commitment Increase, provided that any prepayment made in connection with such request by the taking of any such steps Borrower shall be accompanied by accrued interest on deemed to have expired and the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Sole Lead Arranger shall have no further obligation to continue such arrangement and syndication efforts; provided that the expiration of such thirty-day period shall not limit the Borrower's right to make one or more additional requests for an Revolving Credit Commitment Increase. (iv) On each Revolving Credit Commitment Increase Date, subject to the satisfaction of the foregoing terms and conditions, and subject to the limitations set forth in clause (v) of this Section 2.1(b): (w) each New Lender shall enter into one or more Lender Joinder Agreements or other documents in form and substance reasonably satisfactory to the Administrative Agent, and upon execution of such Lender Joinder Agreements or other documents, such New Lender shall be deemed to be a "Lender" under this Agreement and the other Loan Documents; (x) the Revolving Credit Commitments shall be adjusted to take into account the Revolving Credit Commitments of the New Lenders and the increases, if any, of the Revolving Credit Commitments of the existing Lenders, and (y) each existing Lender who is increasing their Revolving Credit Commitments shall have returned to the Administrative Agent for cancellation its Revolving Credit Note, and the Borrower shall have executed and delivered to the Administrative Agent for the benefit of each New Lender and each existing Lender who is increasing its Revolving Credit Commitments a new Revolving Credit Note, in each case, in the aggregate principal amount of such Lender's Revolving Credit Commitment after giving effect to the Revolving Credit Commitment Increase. Each of the Lenders hereby agree that authorizes the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere Administrative Agent to revise Schedule 2.1 on each Revolving Credit Commitment Increase Date to reflect such increase without an amendment to this Agreement. (v) Notwithstanding anything to the contrary set forth in this Agreement Section 2.1(b), in no event shall not apply to any transaction that may be effected pursuant to Revolving Credit Commitment Increase result in (1) any increase or decrease in the immediately preceding sentenceamount of any Lender's Revolving Credit Commitment without such Lender's prior written consent, or (2) the aggregate amount of the Revolving Credit Commitments exceeding the Revolving Credit Maximum Amount.

Revolving Credit Commitment Increases. (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Credit Lenders), request that new Revolving Credit Commitments of any Class be extended or existing Revolving Credit Commitments of any Class be increased by one or more financial institutions, which may include any Revolving Credit Lender (any such financial institution, an “Increasing Revolving Credit Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Revolving Credit Commitments of the applicable Class, except for any upfront fees paid to Increasing Revolving Credit Lenders; (ii) at the time of effectiveness of any Revolving Credit Commitment Increase effected pursuant to this paragraph (A) the amount of such Revolving Credit Commitment Increase shall not exceed the Incremental Amount and (B) the aggregate amount of Revolving Credit Commitment Increases effected pursuant to this paragraph shall not exceed the greater of (x) $750,000,000 and (y) an amount equal to 50% of Consolidated EBITDA for the most recently ended four-quarter period for which financial statements have been delivered in accordance with Section 5.04(a) or (b); (iii) each Revolving Credit Commitment Increase shall be in an aggregate principal amount of not less than $25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a); (iv) prior to any such Revolving Credit Commitment Increase, except as otherwise specified in the applicable Revolving Accession Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement and (v) at the time of each such Revolving Credit Commitment Increase request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the applicable conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective. The Borrower may arrange for one or more Revolving Credit Lenders or one or more other financial institutions to act as Increasing Revolving Credit Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that each Increasing Revolving Credit Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Revolving Credit Lender shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the date specified in the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Revolving Credit Lender that is not already a Revolving Credit Lender, execution and delivery by such Increasing Revolving Credit Lender of a Revolving Accession Agreement). Upon the effectiveness of any Revolving Accession Agreement to which any Increasing Revolving Credit Lender is a party, such Increasing Revolving Credit Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Revolving Credit Lender hereunder. (b) Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Commitment Increase, this Agreement may be amended (such amendment, a “Revolving Credit Commitment Increase Amendment”) without the consent of any Lender to the extent (but only to the extent) necessary to reflect the existence and terms of the Revolving Credit Commitment Increase evidenced thereby. Upon the effectiveness of each Revolving Credit Commitment Increase pursuant to this Article 3Section 2.26, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case Increasing Revolving Credit Lender providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”)Increase, and each such Increasing Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsparticipations, the percentage of the aggregate outstanding participation interests participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Increasing Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Pro Rata Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, such Revolving Loans shall on or prior to the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each effectiveness of such Revolving Credit Commitment Increase Lender) having a pro-rata share be prepaid from the proceeds of the outstanding additional Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to made hereunder (reflecting such Revolving Credit Commitment Increase), provided that any which prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.212.12. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be the transactions effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that new Commitments of any class be extended or existing Commitments of any class be increased by one or more financial institutions, which may include any Lender (any such financial institution, an “Increasing Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Commitments of the applicable class, except for any upfront or similar fees paid to Increasing Lenders; provided that (A) if the Lenders providing such Revolving Credit Commitment Increase and the Borrower so agree, such Revolving Credit Commitment Increase may be in the form of a “first in last out” class and (B) the pricing, premiums, rate floors and commitment fees applicable to the existing Commitments of the applicable class shall be increased to be equal to the pricing, premiums, rate floors and commitment fees applicable to such Revolving Credit Commitment Increase; (ii) the aggregate amount of any Revolving Credit Commitment Increase effected pursuant to this Section 2.26(a) shall not exceed $200,000,000; (iii) each Revolving Credit Commitment Increase shall be in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree in its sole discretion), except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a); (iv) prior to any such Revolving Credit Commitment Increase, except as otherwise specified in the applicable Revolving Accession Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Restatement Date under Section 3 of the Restatement Agreement, (v) at the time of each such Revolving Credit Commitment Increase request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied, and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower and (vi) any Lender offered or approached to provide all or a portion of any Revolving Credit Commitment Increase may elect or decline, in its sole discretion, to provide any such Revolving Credit Commitment Increase. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective. The Borrower may arrange for one or more Lenders or one or more other financial institutions to act as Increasing Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that each Increasing Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Lender shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the date specified in the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Lender that is not already a Lender, execution and delivery by such Increasing Lender of a Revolving Accession Agreement). Upon the effectiveness of any Revolving Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Lender hereunder. (b) Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Commitment Increase, this Agreement and the other Loan Documents may be amended (such amendment, a “Revolving Credit Commitment Increase Amendment”) without the consent of any Lender to the extent (but only to the extent) necessary to reflect the existence and terms of the Revolving Credit Commitment Increase evidenced thereby (including, if applicable, any such changes necessary to reflect the “first in last out” nature of a Revolving Commitment Increase provided on such terms, including to the provisions of the Guarantee and Collateral Agreement and any other applicable Loan Documents). Upon the effectiveness of each Revolving Credit Commitment Increase pursuant to this Article 3Section 2.26 (other than any “first in last out” Revolving Credit Commitment Increase), (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case Increasing Lender providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”)Increase, and each such Revolving Credit Commitment Increase Increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit LenderXxxxxx’s participation interests participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsparticipations, the percentage of the aggregate outstanding participation interests participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Increasing Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Pro Rata Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, such Revolving Loans shall on or prior to the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each effectiveness of such Revolving Credit Commitment Increase Lender) having a pro-rata share be prepaid from the proceeds of the outstanding additional Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to made hereunder (reflecting such Revolving Credit Commitment Increase), provided that any which prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.212.12. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be the transactions effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. (a) The Borrower may from time to time after the Closing Date, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Credit Lenders), request that new Revolving Credit Commitments of any Class be extended or existing Revolving Credit Commitments of any Class be increased by one or more financial institutions, which may include any Revolving Credit Lender (any such financial institution, an “Increasing Revolving Credit Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Revolving Credit Commitments of the applicable Class, except for any upfront fees paid to Increasing Revolving Credit Lenders; (ii) at the time of effectiveness of any Revolving Credit Commitment Increase effected pursuant to this paragraph the amount of such Revolving Credit Commitment Increase shall not exceed the Incremental Amount; (iii) each Revolving Credit Commitment Increase shall be in an aggregate principal amount of not less than $25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a); (iv) prior to any such Revolving Credit Commitment Increase, except as otherwise specified in the applicable Revolving Accession Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 and (v) at the time of each such Revolving Credit Commitment Increase request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the applicable conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective. The Borrower may arrange for one or more Revolving Credit Lenders or one or more other financial institutions to act as Increasing Revolving Credit Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that each Increasing Revolving Credit Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Revolving Credit Lender shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the date specified in the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Revolving Credit Lender that is not already a Revolving Credit Lender, execution and delivery by such Increasing Revolving Credit Lender of a Revolving Accession Agreement). Upon the effectiveness of any Revolving Accession Agreement to which any Increasing Revolving Credit Lender is a party, such Increasing Revolving Credit Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Revolving Credit Lender hereunder. (b) Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Commitment Increase, this Agreement may be amended (such amendment, a “Revolving Credit Commitment Increase Amendment”) without the consent of any Lender to the extent (but only to the extent) necessary to reflect the existence and terms of the Revolving Credit Commitment Increase evidenced thereby. Upon the effectiveness of each Revolving Credit Commitment Increase pursuant to this Article 3Section 2.26, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case Increasing Revolving Credit Lender providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”)Increase, and each such Increasing Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsparticipations, the percentage of the aggregate outstanding participation interests participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Increasing Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Pro Rata Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, such Revolving Loans shall on or prior to the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each effectiveness of such Revolving Credit Commitment Increase Lender) having a pro-rata share be prepaid from the proceeds of the outstanding additional Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to made hereunder (reflecting such Revolving Credit Commitment Increase), provided that any which prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.212.12. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be the transactions effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. (a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Restatement Effective Date, the Borrowers may request increases in the aggregate amount of the Revolving Credit Commitments, the Swing Line Sublimit and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment Increase” and all of them, collectively, the “Revolving Credit Commitment Increases”); provided that no Lender or L/C Issuer shall be required to participate in any such increase; and provided, further, that (x) the aggregate amount of all such increases in the Revolving Credit Commitments effected on or after the Restatement Effective Date shall not exceed $100,000,000 and (y) any such increase in the Revolving Credit Commitments shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. Any loans made in respect of any Revolving Credit Commitment Increase shall be made by increasing the aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Loans. The proceeds of any Revolving Credit Commitment Increase shall be used (i) to finance the working capital and capital expenditures needs of the Lead Borrower and its Restricted Subsidiaries and (ii) for general corporate purposes (including any actions permitted by Article VII) of the Borrowers and their Restricted Subsidiaries. (b) Each notice from the Borrowers pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the Revolving Credit Commitment Increase. At the time of the sending of such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Revolving Commitment Increases may be provided by any existing Lender or by any other bank or investing entity (but in no case (i) by any Loan Party or any Affiliate of any Loan Party, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clauses (i) and (ii), or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Revolving Credit Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent, the Swing Line Lender and L/C Issuer, as applicable, shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Revolving Credit Lender’s, as the case may be, providing such Revolving Credit Commitment Increase if such consent would be required under Section 10.07 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Credit Lender, as the case may be. No Lender shall be obligated to provide any Revolving Credit Commitment Increases unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Revolving Credit Facility held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. (c) Revolving Credit Commitments in respect of any Revolving Credit Commitment Increase shall become Revolving Credit Commitments (or in the case of any Revolving Credit Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender, as the case may be agreeing to provide such Revolving Credit Commitment, if any, each Incremental Revolving Credit Lender, if any, and the Administrative Agent. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. (d) If any Revolving Credit Commitment Increase occurs in accordance with this Section 2.14, the Administrative Agent and the Borrowers shall determine the effective date (the “Incremental Effective Date”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such addition and the Incremental Effective Date. (e) The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Incremental Effective Date each of the following, each dated the applicable Incremental Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Incremental Amendment; (B) certified copies of resolutions of each Loan Party approving the execution, delivery and performance of the Incremental Amendment and either certified copies of the Organization Documents of each Loan Party or a certification by a Responsible Officer of each Loan Party that there have been no changes to the Organization Documents of such Loan Party since the Restatement Effective Date; (C) [reserved]; and (D) a favorable opinion of counsel for the Loan Parties dated the Incremental Effective Date, to the extent requested by the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (ii) (A) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Incremental Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms and conditions provided for above, and (C) both at the time of any request for any Revolving Credit Commitment Increase and upon the effectiveness of any Incremental Amendment, no Default or Event of Default shall exist; (iii) after giving effect on a Pro Forma Basis to any Revolving Credit Commitment Increase (assuming for such purposes that the entire amount of such Revolving Credit Commitment Increase is fully funded and the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11)); (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Incremental Amendment on the related Incremental Effective Date), as applicable, all fees and, to the extent required by Section 10.04, expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Incremental Effective Date; (v) [reserved]; and (vi) in connection with any Revolving Credit Commitment Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as the Administrative Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the FRB. (f) On each Incremental Effective Date, each Lender or Eligible Assignee which is providing an Incremental First Lien Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents and (ii) shall have a “Revolving Credit Commitment” hereunder. (g) Upon each Revolving Credit Commitment Increase pursuant to this Article 3Section, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Revolving Credit Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage Pro Rata Share and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the CompanyBorrowers, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.213.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence. (h) This Section 2.14 shall supersede any provision of Section 2.13 or Section 10.01 to the contrary.

Revolving Credit Commitment Increases. Upon (a) Subject to Section 4.04, the Borrower and any one or more Revolving Credit Lenders (including New Revolving Credit Lenders (as defined below)) may, from time to time, without the consent of any other Lender, the Administrative Agent or any Issuing Bank (but with the consent of (i) the Administrative Agent and each Issuing Bank with respect to any New Revolving Credit Lender and (ii) each Issuing Bank with respect to any increase of the Revolving Credit Commitment Increase pursuant to this Article 3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each of any existing Lender, if any, and each Incremental Lender, if any, in each case providing such consent not to be unreasonably withheld, delayed or conditioned), agree that such Revolving Credit Lenders (including New Revolving Credit Lenders) shall provide additional Revolving Credit Commitments or increase the amount of their Revolving Credit Commitments (each, a portion “Revolving Credit Commitment Increase”, and such Revolving Credit Lenders and New Revolving Credit Lenders being collectively referred to as the “Increasing Revolving Credit Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Revolving Credit Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of Revolving Credit Commitment Increases obtained after the MWE Acquisition Closing Date shall not exceed $500,000,000 and (B) each Revolving Credit Commitment Increase shall be in an integral multiple of $5,000,000 and not less than $25,000,000. No Revolving Credit Lender shall have any obligation to participate in any Revolving Credit Commitment Increase unless it agrees to do so in its sole discretion. Any bank, financial institution or other entity that is eligible to be an assignee under Section 10.04 (and has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to such entity) that elects to become a “Revolving Credit Commitment Increase Lender”), and each such ” under this Agreement in connection with any Revolving Credit Commitment Increase shall execute a New Revolving Credit Lender will automatically and without further act be deemed to have assumedSupplement (each, a portion “New Revolving Credit Lender Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or other entity (a “New Revolving Credit Lender’s participation interests hereunder in outstanding Letters ”) shall become a Revolving Credit Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of Credit such that, after giving effect to such this Agreement. (i) The commitments under each Revolving Credit Commitment Increase and each such shall be deemed assignment and assumption of participation interests, the percentage for all purposes part of the aggregate outstanding participation interests hereunder in Letters of Revolving Credit held by Commitments, (ii) each Revolving Credit Lender (including any New Revolving Credit Lender) participating in such Revolving Credit Commitment Increase Lendershall become a Revolving Credit Lender with respect to the Revolving Credit Commitments and all matters relating thereto and (iii) will the commitments under each Revolving Credit Commitment Increase shall have the same terms as the Revolving Credit Commitments. On the Incremental Commitment Effective Date for any Revolving Credit Commitment Increase, (A) the aggregate principal amount of the Revolving Credit Loans outstanding (the “Initial Revolving Credit Borrowings”) immediately prior to the Revolving Credit Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be repaid, (B) each Increasing Revolving Credit Lender that shall have had a Revolving Credit Commitment prior to the Revolving Credit Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (1) the product of (x) such Revolving Credit Lender’s Applicable Percentage (calculated after giving effect to the Revolving Credit Commitment Percentage Increase) multiplied by (y) the amount of each Subsequent Revolving Credit Borrowing (as defined below) and (ii2) ifthe product of (x) such Revolving Credit Lender’s Applicable Percentage (calculated without giving effect to the Revolving Credit Commitment Increase) multiplied by (y) the amount of each Initial Revolving Credit Borrowing, on (C) each Increasing Revolving Credit Lender that shall not have had a Revolving Credit Commitment prior to the date Revolving Credit Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Revolving Credit Lender’s Applicable Percentage (calculated after giving effect to the Revolving Credit Commitment Increase) multiplied by (2) the amount of each Subsequent Revolving Credit Borrowing, (D) after the Administrative Agent receives the funds specified in clauses (B) and (C) above, the Administrative Agent shall pay to each Revolving Credit Lender the portion of such funds that is equal to the difference between (1) the product of (x) such Revolving Credit Lender’s Applicable Percentage (calculated without giving effect to the Revolving Credit Commitment Increase) multiplied by (y) the amount of each Initial Revolving Credit Borrowing, and (2) the product of (x) such Revolving Credit Lender’s Applicable Percentage (calculated after giving effect to the Revolving Credit Commitment Increase) multiplied by (y) the amount of each Subsequent Revolving Credit Borrowing, (E) after the effectiveness of the Revolving Credit Commitment Increase, there are any the Borrower shall be deemed to have made new Revolving Credit Loans outstanding, Borrowings (the “Subsequent Revolving Credit Borrowings”) in amounts equal to the amounts of the Initial Revolving Credit Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent shall take those steps which it deemsin accordance with Section 2.03, in its sole discretion and in consultation with the Company, necessary and appropriate to result in (F) each Revolving Credit Lender (including shall be deemed to hold its Applicable Percentage of each Subsequent Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately Borrowing (calculated after giving effect to such the Revolving Credit Commitment Increase), provided that and (G) the Borrower shall pay each Revolving Credit Lender any prepayment made in connection with the taking of any such steps shall be accompanied by and all accrued but unpaid interest on the its Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21comprising the Initial Revolving Credit Borrowings. The Administrative Agent and deemed payments of the Lenders hereby agree that Initial Revolving Credit Borrowings made pursuant to clause (A) above shall be subject to compensation by the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected Borrower pursuant to the immediately preceding sentenceprovisions of Section 2.15 if the Incremental Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto.

Revolving Credit Commitment Increases. Upon each (a) In the event that the Borrower wishes to increase the Total Revolving Credit Commitments at any time or from time to time after the Closing Date, it shall notify the Administrative Agent in writing of the amount (the “Revolving Commitment Increase Amount”) of such proposed increase (such notice, a “Revolving Commitment Increase Notice”); provided that the conditions in Section 5.2 are satisfied as of the date of any such increase. Each Revolving Commitment Increase Notice shall specify which Lenders and/or other banks, financial institutions or other entities (each of which shall be subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld) the Borrower desires to provide such Revolving Commitment Increase Amount. (b) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in any increased Total Revolving Commitments and which agrees to become a party to this Agreement and provide a Revolving Commitment shall execute a New Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit I-1, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, provided that the Revolving Commitment of any such New Lender shall be in an amount not less than $5,000,000. (c) Any Lender or New Lender which agrees to increase its Revolving Commitment shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit I-2, whereupon such Lender or New Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased or new Revolving Commitment, as the case may be, which shall in any event be on the terms, and subject to the conditions, of the other Revolving Commitments. (d) On any Increase Effective Date pursuant to this Article 3Section 2.20, (i) each bank, financial institution or other entity that is a New Lender pursuant to Section 2.20(b) or any Lender which has increased its Revolving Credit Lender Commitment pursuant to Section 2.20(c) shall make available to the Administrative Agent such amounts in immediately prior available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such thatcause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to be equal to its Revolving Percentage of such outstanding Revolving Loans, (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2) and (iii) risk participations in outstanding Letters of Credit shall be adjusted to reflect revised Revolving Commitments. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.17 if the deemed payment occurs other than on the last day of the related Interest Periods. (e) Notwithstanding anything to the contrary in this Section 2.20(d), (i) in no event shall any transaction effected pursuant to this Section 2.20 cause the sum of Total Revolving Commitments to exceed $150,000,000, (ii) no Lender shall have any obligation to increase its Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which unless it deems, agrees to do so in its sole discretion and (iii) the upfront fees and other equivalent amounts paid by or on behalf of the Borrower to the New Lenders or Lenders in consultation with the Company, necessary and appropriate to result in each respect of any Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having Amount provided by such New Lenders or Lenders (calculated on a pro-rata share basis that amortizes such upfront fees and other equivalent amounts over the remaining term of the outstanding Revolving Credit Loans based on each such Commitments) shall not be greater than the upfront fees and other equivalent amounts paid in respect of the original Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with Commitments (as amortized over the taking original term of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. Commitments). (f) The Administrative Agent and shall receive on or prior to each Increase Effective Date, for the Lenders hereby agree that benefit of the minimum borrowingLenders, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant (i) a legal opinion of counsel to the immediately preceding sentenceBorrower in the form attached hereto as Exhibit G-1 and (ii) certified copies of resolutions of the Borrower authorizing such Revolving Commitment Increase Amount.

Revolving Credit Commitment Increases. Upon (a) In the event that the Borrower wishes to increase the aggregate Commitments, it shall notify the Agent of the amount of such proposed increase (such amount, a "Commitment Increase Amount"). Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Agent (which consent, in the case of the Agent, shall not be unreasonably withheld), elects to become a party to this Agreement and obtain a Commitment in an amount equal to all or any portion of a Commitment Increase Amount shall execute a New Lender Supplement (each, a "New Lender Supplement") with the Borrower and the Agent, substantially in the form of Exhibit B, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1 shall be deemed to be deleted in its entirety and replaced with the Schedule 1 attached to such New Lender Supplement, which Schedule 1 promptly shall be delivered to each Lender at its address for notification as provided in Section 10.2. (b) If on the date upon which a bank, financial institution or other entity becomes a New Lender pursuant to Section 2.19 (a) there is an unpaid principal amount of Revolving Credit Commitment Increase pursuant Loans, the Borrower shall borrow Revolving Credit Loans from such New Lender in an amount determined by reference to this Article 3the amount of each Type of Revolving Credit Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such New Lender if (i) each Revolving Credit such Type or Eurodollar Tranche had been borrowed on the date such bank, financial institution or other entity became a Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage transaction and (ii) if, on the date aggregate amount of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect Type or Eurodollar Tranche requested to be so borrowed had been increased to the extent necessary to give effect, with respect to such Revolving Credit Commitment IncreaseNew Lender, provided that any prepayment made in connection with to the taking borrowing allocation provisions of any such steps Section 2.2. Any Eurodollar Loan borrowed pursuant to the preceding sentence shall be accompanied by accrued bear interest on at a rate equal to the respective interest rates then applicable to the Revolving Credit Loans being prepaid and any costs incurred by any Lender of the other Lenders in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that same Eurodollar Tranche or such other rate as shall be acceptable to the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere New Lender. (c) Notwithstanding anything to the contrary in this Agreement Section 2.19, (i) in no event shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.this Section

Revolving Credit Commitment Increases. Upon each (i) In the event that the aggregate amount of the Revolving Credit Commitments as of the Closing Date is less than the Revolving Credit Maximum Amount, the Borrower shall have the right, at any time and from time to time during the Revolving Credit Availability Period, by delivering written notice to the Administrative Agent, to request that the Revolving Credit Commitments be increased by an amount (an “Revolving Credit Commitment Increase pursuant Increase”) up to this Article 3, but not exceeding the difference between (ix) each the Revolving Credit Lender immediately prior Maximum Amount and (y) the aggregate amount of the Revolving Credit Commitments as of the date of such request for an Revolving Credit Commitment Increase. (ii) Upon receipt of a written request from the Borrower, the Administrative Agent and the Lead Arranger shall attempt to arrange and syndicate such increase will automatically and without further act be deemed Revolving Credit Commitment Increase, by contacting one or more new lenders (the “New Lenders”) or one or more existing Lenders to have assigned determine whether such New Lenders desire to each enter into Revolving Credit Commitments, and/or whether any such existing Lender, if anyin its sole discretion, and each Incremental Lender, if any, in each case providing a portion desires to increase the aggregate amount of its Revolving Credit Commitments. Each such Revolving Credit Commitment Increase (each a “shall be arranged and syndicated by the Administrative Agent and the Lead Arranger, and any New Lenders shall be selected by the Administrative Agent and the Lead Arranger in consultation with the Borrower. The Administrative Agent’s and the Lead Arranger’s agreements to arrange and syndicate any such Revolving Credit Commitment Increase Lender”)shall not be deemed to constitute a commitment, or an offer, to provide, such Revolving Credit Commitment Increase or a representation, direct or implied, that such arrangement and syndication will be successful. The Borrower shall pay to the Administrative Agent and the Lead Arranger such fees and expenses in connection with arranging and syndicating each such Revolving Credit Commitment Increase Lender will automatically and without further act Increase, as may be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsagreed by the Borrower, the percentage of Administrative Agent and the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) ifLead Arranger, on the date to achieve a successful syndication of such Revolving Credit Commitment Increase, there are and no portion of such fees shall be allocable to any persons other than the Administrative Agent, the Lead Arranger, a Lender increasing the aggregate amount of its Revolving Credit Loans outstandingCommitments or the New Lenders, unless otherwise agreed by the Administrative Agent and the Lead Arranger. The Administrative Agent and the Lead Arranger shall take those steps which it deems, in its sole discretion have no liability to the Borrower or the Lenders if the Administrative Agent and in consultation with the Company, necessary Lead Arranger are unable to successfully arrange and appropriate to result in each syndicate any requested Revolving Credit Commitment Increase. The Borrower may request Revolving Credit Commitment Increases on any number of occasions, subject to the conditions and provisions set forth herein. No Lender shall have any obligation to increase its Revolving Credit Commitment. (including each iii) If the Administrative Agent and the Lead Arranger are able to successfully arrange and syndicate any requested Revolving Credit Commitment Increase, such Revolving Credit Commitment Increase Lender) having a pro-rata share of shall become effective on the outstanding Revolving Credit Loans based on date specified by the Administrative Agent (each such Revolving Credit Lender’s date being referred to a “Revolving Credit Commitment Percentage immediately Increase Date”) provided that (x) no Default shall exist on the Revolving Credit Commitment Increase Date both before and after giving effect to such proposed Revolving Credit Commitment Increase; (y) the Borrower shall have paid all fees and expenses in connection with the arrangement and syndication of such Revolving Credit Commitment Increase; and (z) the Borrower shall have delivered or caused to be delivered to the Administrative Agent any certificates or other documents reasonably requested by the Administrative Agent in connection with such Revolving Credit Commitment Increase including amendments to Mortgages and endorsements to title insurance policies or new title insurance policies (if and to the extent it is determined that new title policies are necessary to insure the lien of the Mortgages with respect to the Revolving Credit Commitment Increase). In the event the Administrative Agent and the Lead Arranger shall be unable to successfully arrange and syndicate any requested Revolving Credit Commitment Increase within thirty days of the date of any written request by the Borrower for such Revolving Credit Commitment Increase, provided that any prepayment made in connection with such request by the taking of any such steps Borrower shall be accompanied by accrued interest on deemed to have expired and the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lead Arranger shall have no further obligation to continue such arrangement and syndication efforts; provided that the expiration of such thirty-day period shall not limit the Borrower’s right to make one or more additional requests for an Revolving Credit Commitment Increase. (iv) On each Revolving Credit Commitment Increase Date, subject to the satisfaction of the foregoing terms and conditions, and subject to the limitations set forth in clause (v) of this Section 2.1(b): (w) each New Lender shall enter into one or more Lender Joinder Agreements or other documents in form and substance reasonably satisfactory to the Administrative Agent, and upon execution of such Lender Joinder Agreements or other documents, such New Lender shall be deemed to be a “Lender” under this Agreement and the other Loan Documents; (x) the Revolving Credit Commitments shall be adjusted to take into account the Revolving Credit Commitments of the New Lenders and the increases, if any, of the Revolving Credit Commitments of the existing Lenders, and (y) each existing Lender who is increasing their Revolving Credit Commitments shall have returned to the Administrative Agent for cancellation its Revolving Credit Note, and the Borrower shall have executed and delivered to the Administrative Agent for the benefit of each New Lender and each existing Lender who is increasing its Revolving Credit Commitments a new Revolving Credit Note, in each case, in the aggregate principal amount of such Lender’s Revolving Credit Commitment after giving effect to the Revolving Credit Commitment Increase. Each of the Lenders hereby agree that authorizes the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere Administrative Agent to revise Part II of Schedule 2.1 on each Revolving Credit Commitment Increase Date to reflect such increase without an amendment to this Agreement. (v) Notwithstanding anything to the contrary set forth in this Agreement Section 2.1(b), in no event shall not apply to any transaction that may be effected pursuant to Revolving Credit Commitment Increase result in (1) any increase or decrease in the immediately preceding sentenceamount of any Lender’s Revolving Credit Commitment without such Lender’s prior written consent, or (2) the aggregate amount of the Revolving Credit Commitments exceeding the Revolving Credit Maximum Amount.

Revolving Credit Commitment Increases. (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that new Commitments of any class be extended or existing Commitments of any class be increased by one or more financial institutions, which may include any Lender (any such financial institution, an “Increasing Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Commitments of the applicable class, except for any upfront or similar fees paid to Increasing Lenders; provided that (A) if the Lenders providing such Revolving Credit Commitment Increase and the Borrower so agree, such Revolving Credit Commitment Increase may be in the form of a “first in last out” class and (B) the pricing, premiums, rate floors and commitment fees applicable to the existing Commitments of the applicable class shall be increased to be equal to the pricing, premiums, rate floors and commitment fees applicable to such Revolving Credit Commitment Increase; (ii) the aggregate amount of any Revolving Credit Commitment Increase effected pursuant to this Section 2.26(a) shall not exceed $200,000,000; (iii) each Revolving Credit Commitment Increase shall be in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree in its sole discretion), except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a); (iv) prior to any such Revolving Credit Commitment Increase, except as otherwise specified in the applicable Revolving Accession Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Restatement Date under Section 3 of the Restatement Agreement, (v) at the time of each such Revolving Credit Commitment Increase request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied, and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower and (vi) any Lender offered or approached to provide all or a portion of any Revolving Credit Commitment Increase may elect or decline, in its sole discretion, to provide any such Revolving Credit Commitment Increase. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective. The Borrower may arrange for one or more Lenders or one or more other financial institutions to act as Increasing Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that each Increasing Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Lender shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the date specified in the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Lender that is not already a Lender, execution and delivery by such Increasing Lender of a Revolving Accession Agreement). Upon the effectiveness of any Revolving Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Lender hereunder. (b) Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Commitment Increase, this Agreement and the other Loan Documents may be amended (such amendment, a “Revolving Credit Commitment Increase Amendment”) without the consent of any Lender to the extent (but only to the extent) necessary to reflect the existence and terms of the Revolving Credit Commitment Increase evidenced thereby (including, if applicable, any such changes necessary to reflect the “first in last out” nature of a Revolving Commitment Increase provided on such terms, including to the provisions of the Guarantee and Collateral Agreement and any other applicable Loan Documents). Upon the effectiveness of each Revolving Credit Commitment Increase pursuant to this Article 3Section 2.26 (other than any “first in last out” Revolving Credit Commitment Increase), (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case Increasing Lender providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”)Increase, and each such Revolving Credit Commitment Increase Increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsparticipations, the percentage of the aggregate outstanding participation interests participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Increasing Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Pro Rata Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, such Revolving Loans shall on or prior to the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each effectiveness of such Revolving Credit Commitment Increase Lender) having a pro-rata share be prepaid from the proceeds of the outstanding additional Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to made hereunder (reflecting such Revolving Credit Commitment Increase), provided that any which prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.212.12. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be the transactions effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. (a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the RestatementFirst Amendment Effective Date, the Borrowers may request increases in the aggregate amount of the Revolving Credit Commitments, the Swing Line Sublimit and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment Increase” and all of them, collectively, the “Revolving Credit Commitment Increases”); provided that no Lender or L/C Issuer shall be required to participate in any such increase; and provided, further, that (x) the aggregate amount of all such increases in the Revolving Credit Commitments effected on or after the RestatementFirst Amendment Effective Date shall not exceed $100,000,000 and (y) any such increase in the Revolving Credit Commitments shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. Any loans made in respect of any Revolving Credit Commitment Increase shall be made by increasing the aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Loans. The proceeds of any Revolving Credit Commitment Increase shall be used (i) to finance the working capital and capital expenditures needs of the Lead Borrower and its Restricted Subsidiaries and (ii) for general corporate purposes (including any actions permitted by Article VII) of the Borrowers and their Restricted Subsidiaries. (b) Each notice from the Borrowers pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the Revolving Credit Commitment Increase. At the time of the sending of such notice, the Borrowers (in consultation with ACTIVE 61134624v18 90 the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Revolving Credit Commitment Increases may be provided by any existing Lender or by any other bank or investing entity (but in no case (i) by any Loan Party or any Affiliate of any Loan Party, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clauses (i) and (ii), or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Revolving Credit Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent, the Swing Line Lender and L/C Issuer, as applicable, shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Revolving Credit Lender’s, as the case may be, providing such Revolving Credit Commitment Increase if such consent would be required under Section 10.07 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Credit Lender, as the case may be. No Lender shall be obligated to provide any Revolving Credit Commitment Increases unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Revolving Credit Facility held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. (c) Revolving Credit Commitments in respect of any Revolving Credit Commitment Increase shall become Revolving Credit Commitments (or in the case of any Revolving Credit Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender, as the case may be agreeing to provide such Revolving Credit Commitment, if any, each Incremental Revolving Credit Lender, if any, and the Administrative Agent. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. (d) If any Revolving Credit Commitment Increase occurs in accordance with this Section 2.14, the Administrative Agent and the Borrowers shall determine the effective date (the “Incremental Effective Date”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such addition and the Incremental Effective Date. (e) The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Incremental Effective Date each of the following, each dated the applicable Incremental Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Incremental Amendment; (B) ACTIVE 61134624v18 91 certified copies of resolutions of each Loan Party approving the execution, delivery and performance of the Incremental Amendment and either certified copies of the Organization Documents of each Loan Party or a certification by a Responsible Officer of each Loan Party that there have been no changes to the Organization Documents of such Loan Party since the RestatementFirst Amendment Effective Date; (C) [reserved]; and (D) a favorable opinion of counsel for the Loan Parties dated the Incremental Effective Date, to the extent requested by the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (ii) (A) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Incremental Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms and conditions provided for above, and (C) both at the time of any request for any Revolving Credit Commitment Increase and upon the effectiveness of any Incremental Amendment, no Default or Event of Default shall exist; (iii) after giving effect on a Pro Forma Basis to any Revolving Credit Commitment Increase (assuming for such purposes that the entire amount of such Revolving Credit Commitment Increase is fully funded and the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11)); (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Incremental Amendment on the related Incremental Effective Date), as applicable, all fees and, to the extent required by Section 10.04, expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Incremental Effective Date; (v) [reserved]; and (vi) in connection with any Revolving Credit Commitment Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as the Administrative Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the FRB. (f) On each Incremental Effective Date, each Lender or Eligible Assignee which is providing an Incremental First Liena Revolving Credit Commitment Increase (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents and (ii) shall have a “Revolving Credit Commitment” hereunder. (g) Upon each Revolving Credit Commitment Increase pursuant to this Article 3Section, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing ACTIVE 61134624v18 92 Lender, if any, and each Incremental Revolving Credit Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage Pro Rata Share and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the CompanyBorrowers, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage PercentagePro Rata Share immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.213.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence. (h) This Section 2.14 shall supersede any provision of Section 2.13 or Section 10.01 to the contrary.

Revolving Credit Commitment Increases. (i) In the event that the aggregate amount of the Revolving Credit Commitments as of December 5, 2001 is less than the Revolving Credit Maximum Amount, the Borrower shall have the right, at any time and from time to time prior to the Revolving Credit Maturity Date, by delivering written notice to the Administrative Agent, to request that the Revolving Credit Commitments be increased by an amount (an “Revolving Credit Commitment Increase”) up to but not exceeding the difference between (x) the Revolving Credit Maximum Amount and (y) the aggregate amount of the Revolving Credit Commitments as of the date of such request for an Revolving Credit Commitment Increase. (ii) Upon each receipt of a written request from the Borrower, the Administrative Agent shall attempt to arrange and syndicate such Revolving Credit Commitment Increase, by contacting one or more new lenders (the “New Lenders”) or one or more existing Lenders to determine whether such New Lenders desire to become parties to the Credit Agreement, and/or whether any such existing Lender desires to increase the aggregate amount of its Revolving Credit Commitment. Each such Revolving Credit Commitment Increase pursuant shall be arranged and syndicated by the Administrative Agent, and any New Lenders shall be selected by the Administrative Agent. The Borrower shall pay to this Article 3, (i) the Administrative Agent such fees and expenses in connection with arranging and syndicating each such Revolving Credit Lender immediately prior Commitment Increase, as may be agreed by the Borrower and the Administrative Agent, to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing achieve a portion successful syndication of such Revolving Credit Commitment Increase (each a “and no portion of such fees shall be allocable to any persons other than the Administrative Agent and the New Lenders, unless otherwise agreed by the Administrative Agent. The Administrative Agent shall have no liability to the Borrower or the Lenders if the Administrative Agent is unable to successfully arrange and syndicate any requested Revolving Credit Commitment Increase Lender”)Increase. (iii) If the Administrative Agent is able to successfully arrange and syndicate any requested Revolving Credit Commitment Increase, and each such Revolving Credit Commitment Increase Lender will automatically shall become effective on the date specified by the Administrative Agent (each such date being referred to a “Commitment Increase Date”) provided that (x) no Default shall exist on the Commitment Increase Date both before and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such proposed Revolving Credit Commitment Increase Increase; (y) the Borrower shall have paid all fees and each such deemed assignment expenses in connection with the arrangement and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date syndication of such Revolving Credit Commitment Increase, there are ; and (z) the Borrower shall have delivered or caused to be delivered to the Administrative Agent any certificates or other documents reasonably requested by the Administrative Agent in connection with such Revolving Credit Loans outstanding, Commitment Increase. In the event the Administrative Agent shall take those steps which it deems, in its sole discretion be unable to successfully arrange and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each syndicate any requested Revolving Credit Commitment Increase Lender) having a pro-rata share within thirty days of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to date of any written request by the Borrower for such Revolving Credit Commitment Increase, such request by the Borrower shall be deemed to have expired and the Administrative Agent shall have no further obligation to continue such arrangement and syndication efforts; provided that any prepayment made the expiration of such thirty-day period shall not limit the Borrower’s right to make one or more additional requests for an Revolving Credit Commitment Increase. (iv) On each Commitment Increase Date, subject to the satisfaction of the foregoing terms and conditions, and subject to the limitations set forth in connection with clause (v) of this Section 2.1(e): (w) each New Lender shall enter into one or more joinder agreements or other documents in form and substance reasonably satisfactory to the taking Administrative Agent, and upon execution of any such steps joinder agreements or other documents, such New Lender shall be accompanied by accrued interest on deemed to be a “Lender” under this Agreement; (x) the Revolving Credit Loans being prepaid Commitments of the Lenders shall be adjusted to take into account the Commitments of the New Lenders and any costs incurred by any the increases, if any, of the Revolving Credit Commitments of the existing Lenders, and (y) each existing Lender in accordance with Section 5.21. The who is increasing their Revolving Credit Commitments shall have returned to the Administrative Agent for cancellation its Revolving Credit Note, and the Borrower shall have executed and delivered to the Administrative Agent for the benefit of each New Lender and each existing Lender who is increasing their Revolving Credit Commitments a new Revolving Credit Note in the principal amount of such Lender’s Revolving Credit Commitment after the Revolving Credit Commitment Increase. Each of the Lenders hereby agree that authorizes the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere Administrative Agent to revise Schedule 2.1 on each Commitment Increase Date to reflect such increase without an amendment to this Agreement. (v) Notwithstanding anything to the contrary set forth in this Agreement Section 2.1(e), in no event shall not apply to any transaction that may be effected pursuant to Revolving Credit Commitment Increase result in (1) any increase or decrease in the immediately preceding sentenceamount of any Lender’s Revolving Credit Commitment without such Lender’s prior written consent, or (2) the aggregate amount of the Revolving Credit Commitments exceeding the Revolving Credit Maximum Amount.

Revolving Credit Commitment Increases. (i) Upon each Revolving Credit Commitment Increase with respect to the U.S. Revolving Credit Facility pursuant to this Article 3Section, (iA) each U.S. Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing U.S. Revolving Credit Lender, if any, and each Incremental Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “U.S. Revolving Credit Commitment Increase Lender”), and each such U.S. Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such U.S. Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit Credit, in each case, held by each U.S. Revolving Credit Lender (including each such U.S. Revolving Credit Commitment Increase Lender) will equal such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment Percentage and (iiB) if, on the date of such Revolving Credit Commitment Increase, there are any U.S. Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole reasonable discretion and in consultation with the CompanyBorrower Representative, reasonably necessary and appropriate to result in each U.S. Revolving Credit Lender (including each U.S. Revolving Credit Commitment Increase Lender) having a pro-pro rata share of the outstanding U.S. Revolving Credit Loans based on each such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the U.S. Revolving Credit Loans being prepaid and any costs incurred by any U.S. Revolving Credit Lender in accordance with Section 5.213.05. The Administrative Agent and the U.S. Revolving Credit Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence. (ii) Upon each Revolving Credit Commitment Increase with respect to the Canadian Revolving Credit Facility pursuant to this Section, (A) each Canadian Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Canadian Revolving Credit Lender, if any, and each 3616092.7 98 Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Canadian Revolving Credit Commitment Increase Lender”), and each such Canadian Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Canadian Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit, in each case, held by each Canadian Revolving Credit Lender (including each such Canadian Revolving Credit Commitment Increase Lender) will equal such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment Percentage and (B) if, on the date of such Revolving Credit Commitment Increase, there are any Canadian Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its reasonable discretion and in consultation with the Borrower Representative, reasonably necessary and appropriate to result in each Canadian Revolving Credit Lender (including each Canadian Revolving Credit Commitment Increase Lender) having a pro rata share of the outstanding Canadian Revolving Credit Loans based on each such Canadian Revolving Credit Lender’s Canadian Revolving Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Canadian Revolving Credit Loans being prepaid and any costs incurred by any Canadian Revolving Credit Lender in accordance with Section 3.05. The Administrative Agent and the Canadian Revolving Credit Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. Upon (a) The Borrower may, by written notice to the Agent, from time to time at any time within 30 days of the Closing Date, request one or more increases in the amount of the Total Revolving Credit Commitments (each increase, a “Revolving Credit Commitment Increase”) in an aggregate amount not to exceed $15,000,000, to be provided by one or more banks, financial institutions and other institutional lenders who will become Revolving Credit Lenders hereunder (any such Lender, an “Additional Revolving Credit Lender”); provided that each Additional Revolving Credit Lender shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Revolving Credit Commitment Increase being requested (which shall be in minimum increments of $1,000,000) and (ii) the date on which such Incremental Revolving Credit Commitments are requested to become effective (which shall be not more than 30 days after the Closing Date). For the avoidance of doubt, any Revolving Credit Commitment Increase effected pursuant to Section 2.25 shall not reduce the Incremental Term Loan Amount or the Incremental Revolving Credit Amount. (b) The Borrower and each Additional Revolving Credit Lender shall execute and deliver to the Agent a Revolving Credit Increase Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revolving Credit Commitment Increase of such Additional Revolving Credit Lender. The terms and conditions of the revolving loans made pursuant to any Revolving Credit Commitment Increase shall be identical to the terms and conditions of the Revolving Loans. Upon effectiveness of the Revolving Credit Increase Assumption Agreement, the Total Revolving Credit Commitments hereunder shall be be increased by the Revolving Credit Commitment Increase, the commitment of the Additional Revolving Credit Commitment Lenders shall be Revolving Credit Commitments hereunder, the revolving loans made pursuant to any Revolving Credit Commitment Increase shall be Revolving Loans hereunder and the Additional Revolving Credit Lenders shall be deemed to be Revolving Lenders hereunder. The Agent shall promptly notify each Lender as to the effectiveness of each Revolving Credit Increase Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Increase Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Revolving Credit Commitment Increase evidenced thereby as provided for in Section 9.02. Any such deemed amendment may be memorialized in writing by the Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Revolving Credit Commitment Increase shall become effective under this Section 2.25 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Agent and the Lenders shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable documented fees and expenses of legal counsel) and (iii) the Agent shall have received reliance letters in respect of the opinions delivered on the Closing Date reasonably satisfactory to the Agent. (d) Upon each increase in the Total Revolving Credit Commitments pursuant to this Article 3Section, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case Additional Revolving Credit Lender providing a portion of such the Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”)Increase, and each such Additional Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsparticipations, the percentage of the aggregate outstanding participation interests (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Revolving Credit Lender (including each such Additional Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Applicable Percentage and (iib) if, on the date of such Revolving Credit Commitment Increaseincrease, there are any Revolving Credit Loans outstanding, such Revolving Loans shall on effectiveness of such Revolving Commitment Increase be prepaid from the Administrative Agent shall take those steps which it deems, proceeds of additional Revolving Loans made hereunder (reflecting such increase in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Total Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment IncreaseCommitments), provided that any which prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence2.15.

Revolving Credit Commitment Increases. (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that new Commitments of any class be extended or existing Commitments of any class be increased by one or more financial institutions, which may include any Lender (any such financial institution, an “Increasing Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Commitments of the applicable class, except for any upfront or similar fees paid to Increasing Lenders; provided that if the Lenders providing such Revolving Credit Commitment Increase and the Borrower so agree, such Revolving Credit Commitment Increase may be in the form of a “first in last out” class; (ii) the aggregate amount of any Revolving Credit Commitment Increase effected pursuant to this Section 2.26(a) shall not exceed $100,000,000; (iii) each Revolving Credit Commitment Increase shall be in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Administrative Agent may agree in its sole discretion), except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a); (iv) prior to any such Revolving Credit Commitment Increase, except as otherwise specified in the applicable Revolving Accession Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.01, (v) at the time of each such Revolving Credit Commitment Increase request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied, and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower and (vi) any Lender offered or approached to provide all or a portion of any Revolving Credit Commitment Increase may elect or decline, in its sole discretion, to provide any such Revolving Credit Commitment Increase. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective. The Borrower may arrange for one or more Lenders or one or more other financial institutions to act as Increasing Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that each Increasing Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Lender shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the date specified in the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Lender that is not already a Lender, execution and delivery by such Increasing Lender of a Revolving Accession Agreement). Upon the effectiveness of any Revolving Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Lender hereunder. (b) Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Commitment Increase, this Agreement and the other Loan Documents may be amended (such amendment, a “Revolving Credit Commitment Increase Amendment”) without the consent of any Lender to the extent (but only to the extent) necessary to reflect the existence and terms of the Revolving Credit Commitment Increase evidenced thereby (including, if applicable, any such changes necessary to reflect the “first in last out” nature of a Revolving Commitment Increase provided on such terms, including to the provisions of the Guarantee and Collateral Agreement and any other applicable Loan Documents). Upon the effectiveness of each Revolving Credit Commitment Increase pursuant to this Article 3Section 2.26 (other than any “first in last out” Revolving Credit Commitment Increase), (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case Increasing Lender providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”)Increase, and each such Revolving Credit Commitment Increase Increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsparticipations, the percentage of the aggregate outstanding participation interests participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Increasing Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Pro Rata Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, such Revolving Loans shall on or prior to the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each effectiveness of such Revolving Credit Commitment Increase Lender) having a pro-rata share be prepaid from the proceeds of the outstanding additional Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to made hereunder (reflecting such Revolving Credit Commitment Increase), provided that any which prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.212.12. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be the transactions effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article 3, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit LenderLxxxxx’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Credit Lender (including such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. Upon The Borrower may, at any time following the Effective Date by notice to the Administrative Agent, propose an increase in the aggregate amount of the Revolving Credit Commitments hereunder (each such proposed increase being a “Revolving Credit Commitment Increase”) either by having an existing Revolving Credit Lender increase its Revolving Credit Commitment then in effect (each an “Increasing Revolving Credit Lender”) or by adding as a new Revolving Credit Lender with a new Dollar Revolving Credit Sub-Commitment or a new Multicurrency Revolving Sub-Commitment hereunder any Person which is not then a Dollar Revolving Credit Lender or a Multicurrency Revolving Credit Lender, as applicable (each an “Assuming Revolving Credit Lender”), in each case with the approval of the Administrative Agent (which shall not be unreasonably withheld), which notice shall specify the name of each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender, as applicable, the amount of the Revolving Credit Commitment Increase pursuant (and whether such increase is in respect of the Dollar Revolving Credit Sub-Commitment or the Multicurrency Revolving Credit Sub-Commitment) and the portion thereof being assumed by each such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, and the date on which such Revolving Credit Commitment Increase is to this Article 3, be effective (the “Revolving Credit Commitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Revolving Credit Commitment Termination Date); provided that: (i) the minimum amount of the increase of any Revolving Credit Sub-Commitment of any Increasing Revolving Credit Lender, and the minimum amount of the Revolving Credit Sub-Commitment of any Assuming Revolving Credit Lender, as part of any Revolving Credit Commitment Increase shall be $10,000,000 or a larger multiple of $1,000,000; (ii) after giving effect to any Revolving Credit Commitment Increase, the aggregate amount of the Revolving Credit Commitments shall not exceed $600,000,000; (iii) no Default shall have occurred and be continuing on the relevant Revolving Credit Commitment Increase Date or shall result from any Revolving Credit Commitment Increase; and (iv) the representations and warranties set forth in Article III and in the other Loan Documents shall be true and correct in all material respects on and as of the relevant Revolving Credit Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Revolving Credit Commitment Increase (and the increase of any Revolving Credit Sub-Commitment of each Increasing Revolving Credit Lender immediately and/or the new Revolving Credit Sub-Commitment of each Assuming Revolving Credit Lender, as applicable, resulting therefrom) shall become effective as of the relevant Revolving Credit Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 11:00 a.m., New York City time, on such increase will automatically Revolving Credit Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Revolving Credit Commitment Increase under this paragraph have been satisfied and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any(B) an agreement, in each case providing a portion form and substance reasonably satisfactory to the Borrower and the Administrative Agent, pursuant to which, effective as of such Revolving Credit Commitment Increase Date, the relevant Revolving Credit Sub-Commitment of each such Increasing Revolving Credit Lender shall be increased and/or each such Assuming Revolving Credit Lender shall undertake a Dollar Revolving Credit Sub-Commitment or a Multicurrency Revolving Credit Sub-Commitment, as applicable, duly executed by such Increasing Revolving Credit Lender or Assuming Revolving Credit Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Revolving Credit Lender and/or Assuming Revolving Credit Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, the Administrative Agent shall record the information contained in each a “such agreement in the Register and give prompt notice of the relevant Revolving Credit Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Revolving Credit Lender”), and . On each such Revolving Credit Commitment Increase Date, in the event Syndicated Revolving Credit Loans are then outstanding under the Revolving Credit Sub-Commitment that has been so increased, (i) each relevant Increasing Revolving Credit Lender will automatically thereunder and without further act be deemed Assuming Revolving Credit Lender shall make available to have assumedthe Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, a portion for the benefit of the other relevant Revolving Credit Lenders under such Revolving Credit Lender’s participation interests hereunder Sub-Commitment, as being required in outstanding Letters of Credit such thatorder to cause, after giving effect to such increase and the application of such amounts to make payments to such other relevant Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsLenders, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Syndicated Revolving Credit Lender Loans to be held ratably by all Revolving Credit Lenders under such Revolving Credit Sub-Commitment in accordance with their respective Revolving Credit Sub-Commitments, (including ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Syndicated Revolving Credit Loans under such Revolving Credit Sub-Commitment as of such Revolving Credit Commitment Increase LenderDate (with such borrowing to consist of the Type of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.03) will equal and (iii) the Borrower shall pay to the Revolving Credit Lenders under such Revolving Credit Lender’s Sub-Commitment the amounts, if any, payable under Section 2.14 as a result of such prepayment. In no event shall any Revolving Credit Lender be obligated to increase its Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentencehereunder.

Revolving Credit Commitment Increases. Upon each Revolving Credit Commitment Increase pursuant to this Article 3Section 2.14, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Additional Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests Participation Interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsParticipation Interests, the percentage of the aggregate outstanding participation interests (A) Participation Interests hereunder in Letters of Credit and (B) Participation Interests hereunder in Swingline Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the CompanyBorrower, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-pro rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.213.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

Revolving Credit Commitment Increases. (a) The Borrower may from time to time, by written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Credit Lenders), request that new Revolving Credit Commitments of any Class be extended or existing Revolving Credit Commitments of any Class be increased by one or more financial institutions, which may include any Revolving Credit Lender (any such financial institution, an “Increasing Revolving Credit Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Revolving Credit Commitments of the applicable Class, except for any upfront fees paid to Increasing Revolving Credit Lenders; (ii) at the time of effectiveness of any Revolving Credit Commitment Increase effected pursuant to this Section 2.26(a) the amount of such Revolving Credit Commitment Increase shall not exceed the Incremental Amount; (iii) each Revolving Credit Commitment Increase shall be in an aggregate principal amount of not less than $25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.26(a); (iv) prior to any such Revolving Credit Commitment Increase, except as otherwise specified in the applicable Revolving Accession Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement and (v) at the time of each such Revolving Credit Commitment Increase request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, the applicable conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received certificates to that effect dated such dates and executed by a Financial Officer of the Borrower. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to become effective. The Borrower may arrange for one or more Revolving Credit Lenders or one or more other financial institutions to act as Increasing Revolving Credit Lenders with respect to the proposed Revolving Credit Commitment Increase; provided that each Increasing Revolving Credit Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Revolving Credit Lender shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (a “Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the date specified in the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any Increasing Revolving Credit Lender that is not already a Revolving Credit Lender, execution and delivery by such Increasing Revolving Credit Lender of a Revolving Accession Agreement). Upon the effectiveness of any Revolving Accession Agreement to which any Increasing Revolving Credit Lender is a party, such Increasing Revolving Credit Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations, of a Revolving Credit Lender hereunder. (b) Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit Commitment Increase, this Agreement may be amended (such amendment, a “Revolving Credit Commitment Increase Amendment”) without the consent of any Lender to the extent (but only to the extent) necessary to reflect the existence and terms of the Revolving Credit Commitment Increase evidenced thereby. Upon the effectiveness of each Revolving Credit Commitment Increase pursuant to this Article 3Section 2.26, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case Increasing Revolving Credit Lender providing a portion of such Revolving Credit Commitment Increase (each a “Revolving Credit Commitment Increase Lender”)Increase, and each such Increasing Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interestsparticipations, the percentage of the aggregate outstanding participation interests participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Increasing Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Revolving Credit Commitment Pro Rata Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, such Revolving Loans shall on or prior to the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Revolving Credit Lender (including each effectiveness of such Revolving Credit Commitment Increase Lender) having a pro-rata share be prepaid from the proceeds of the outstanding additional Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Credit Commitment Percentage immediately after giving effect to made hereunder (reflecting such Revolving Credit Commitment Increase), provided that any which prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 5.212.12. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-pro rata borrowing and pro-pro rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be the transactions effected pursuant to the immediately preceding sentence.