Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 10 Business Days’ (or such shorter period as may be acceptable to Agent) notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 5,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, a closing fee specified by Borrowers and (b) (i(x) on and after the First Second Amendment Effective Date and prior to the expiration of the First Second Amendment Specified Period, the total increases under this Section do not exceed $150,000,000 in 0 and (y) after the aggregateSecond Amendment Specified Period, the total increases under this Section do not exceed $25,000,000 and (cy) no reduction in Commitments pursuant to after the First Amendment Specified Period, the total increases under this Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date do not exceed $35,000,000 and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)no more than five increases are made. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase requestprovided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) Provided there exists no Default or Event of Default Default, upon notice to the Administrative Agent (which shall have occurred and be continuing, (e) the representations and warranties promptly notify such of the Obligors in Revolving Lenders as the Loan Documentation shall be true and correct in Borrowers may specify), the Borrowers may, from time to time, elect to increase the Total Commitment to an amount (after giving effect to all material respects (other than such increases) that does not exceed U.S.$5,000,000,000; provided that (i) with respect to any representations and warranties that are made as of an earlier date which each increase shall be true and correct in all material respects as a minimum amount of such earlier date U.S.$25,000,000 and (ii) any the Borrowers may make a maximum of five such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language elections. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond (which shall in no event be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 less than ten Business Days thereafter, each from the date of delivery of such notice to the applicable Revolving Lenders). (b) Each applicable Revolving Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Revolver Commitment and, if so, the amount of such increase and whether such increase is of its Dollar Revolving Commitment or Multi-Currency Revolving Commitment. Any Revolving Lender not responding within such time period shall be deemed to have declined an increaseto increase its Revolving Commitment. (c) The Administrative Agent shall notify the Borrowers and each applicable Revolving Lender of the applicable Revolving Lenders’ responses to each request made hereunder. If Lenders fail to commit To achieve the full amount of a requested increase and subject to the full requested increaseconsent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, the Borrowers may also invite Eligible Assignees may issue additional Revolver Commitments, and to become Lenders hereunder. Agent may allocate, Lenders. (d) If the Total Commitment is increased in its reasonable discretionaccordance with this Section, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders the Borrowers shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Revolving Lenders (including any new Revolving Lenders) of the final allocation of such increase and such Increase Effective Date. On or before such Increase Effective Date, each Eligible Assignee that becomes a new Revolving Lender shall execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent is authorized and directed to amend and distribute to the Revolving 42 364-Day Revolving Credit Agreement Lenders (including any new Revolving Lenders) a revised Schedule 1 that gives effect to each increase in the Total Commitment and the allocation thereof among the Revolving Lenders (including any new Revolving Lenders). (e) If on the Increase Effective Date, there is an increase, all outstanding Revolver unpaid principal amount of Revolving Loans, LC Obligationsthe applicable Borrowers shall, on such date or on such date or dates thereafter as the Administrative Agent shall reasonably specify (in consultation with Visa Inc. and other exposures under having regard to the Revolver Commitmentsavoidance of amounts payable pursuant to Section 3.5, in each case so long as applicableno Event of Default has occurred and is continuing), borrow Revolving Loans from the Revolving Lenders and/or prepay any Revolving Loans outstanding on each Increase Effective Date for the sole purpose of insuring that the Revolving Loans (including, without limitation, the Types thereof and Interest Periods with respect thereto) shall be reallocated among Lenders, and settled held by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical Revolving Lenders pro rata according to the terms and conditions their revised applicable to the existing Revolver Loansshares.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to Agentthe Revolving Credit Termination Date or Term Credit Maturity Date, as long applicable, increase the aggregate amount of the Revolving Credit Commitments or establish one or more new term loan commitments (any such new term loan commitment, an “Incremental Term Loan Commitment”), respectively, by delivering a commitment amount increase or incremental term loan request, as (a) applicable, substantially in the requested increase is form attached hereto as Exhibit H or in a minimum amount equal such other form acceptable to the lesser Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Revolving Credit Commitment Amount Increase”) or new term loan, as applicable, identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment or Incremental Term Loan Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that (i) the aggregate amount of increases in the Revolving Credit Commitments and new Incremental Term Loan Commitments shall not be increased by an amount in excess of $5,000,000100,000,000, or (ii) the balance of the amount available under clause (b)any Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, and is offered on the same terms as existing Revolver Commitmentsapplicable, except for fees which shall be determined the applicable Lendersin an amount not less than $10,000,000, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (diii) no Default or Event of Default shall have occurred and be continuingcontinuing at the time of the request or the effective date of the Revolving Credit Commitment Amount Increase or individual Incremental Term Loan Commitment, as applicable, and (eiv) the all representations and warranties of the Obligors contained in the Loan Documentation Section 6 hereof shall be true and correct in all material respects where not already qualified by materiality or Material Adverse Effect, otherwise in all respects at the time of such request and on the effective date of such Revolving Credit Commitment Amount Increase or of any new Incremental Term Loan Commitment (other than (i) with respect except to any the extent such representations and warranties that are made as of relate to an earlier date date, in which shall be case they are true and correct in all material respects as of such earlier date and (ii) any such representation or warranty where not already qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate , otherwise in all respects after giving effect to as of such qualificationdate). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the The effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver CommitmentsRevolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, shall be reallocated among Lendersas set forth in the related commitment amount increase or new incremental term loan request. Upon the effectiveness of a Revolving Credit Commitment Amount Increase, the new Revolving Lender(s) (or, if applicable, existing Revolving Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Revolving Lender shall have outstanding its Percentage of Revolving Loans. In connection with any Revolving Credit Commitment Amount Increase, to the extent any Revolving Loans are repaid to an existing Revolving Lender in connection with the rebalancing of the outstanding Revolving Loans, the Borrower shall pay any amounts owing to such Lenders pursuant to Section 1.11 hereof (unless any Lender owed any such amount waives such amount due by notice to the Administrative Agent). The Revolving Credit Commitments may not be increased if the Borrower has previously terminated any portion of the Revolving Credit Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Revolving Credit Commitment Amount Increase or Incremental Term Loan Commitment and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, (x) no Lender shall have any obligation to increase its Revolving Credit Commitment or to provide any Incremental Term Loan Commitment and no Revolving Lender’s Revolving Credit Commitment shall be increased and no Lender will be required to provide an Incremental Term Loan Commitment without its consent thereto, and settled by each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or to provide an Incremental Term Loan Commitment, (y) such declining Lender shall have no consent right with respect to such Revolving Credit Commitment Amount Increase or such Incremental Term Loan Commitment, as applicable, and (z) any new Lender shall be acceptable to the Administrative Agent if necessary(to the extent the consent of the Administrative Agent would be required in connection with an assignment to such new Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect any Revolving Credit Commitment Amount Increase and any Incremental Term Loan Commitment, as applicable. Subject to Section 7.1 hereof, on the effective date of any new Incremental Term Loan Commitments, any new or existing Lender with an Incremental Term Loan Commitment shall advance in accordance with Lenders’ adjusted shares a single Borrowing an Incremental Term Loan in the amount of such Commitmentsits new Incremental Term Loan Commitment. The terms Borrower shall deliver or cause to be delivered any documents reasonably requested by the Administrative Agent in connection with any such transaction and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loansconsistent with Section 7.2 hereof.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time The Borrower may, on any Business Day prior to time upon notice to the Termination Date, with the written consent of the Administrative Agent, increase the aggregate amount of the Commitments by delivering an Increase Request substantially in the form attached hereto as long as Exhibit H (a) the requested increase is or in a minimum amount equal such other form acceptable to the lesser Administrative Agent) to the Administrative Agent at least ten (10) Business Days prior to the desired effective date of such increase (the “Revolver Increase”) identifying an additional Lender (or additional Commitments for an existing Lender) and the amount of its Commitments (or additional amount of its Commitments); provided, however, that: (i) $5,000,000, or (ii) the balance aggregate amount of the amount available under clause (b), and is offered on the same terms as existing Commitments after giving effect to each Revolver Commitments, except for fees which Increase shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 325,000,000 in the aggregate, and any such Revolver Increase 735490334 shall be in an amount not less than $10,000,000 with integral multiples of $1,000,000 in excess thereof (c) no reduction in Commitments pursuant or such lesser amount then agreed to Section 2.1.4 has occurred prior to by the requested increase, Administrative Agent); (dii) no Default or Event of Default shall have occurred and be continuing, continuing at the time of the request or the effective date of the Revolver Increase; and (eiii) each of the representations and warranties of the Obligors set forth in Section 6 and in the other Loan Documentation Documents shall be and remain true and correct on the effective date of such Revolver Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date. The effective date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which of the Revolver Increase shall be accurate agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the Revolver Increase and each new Lender (and/or, if applicable, each existing Lender providing any portion of such Revolver Increase) shall advance Revolving Loans in all respects an amount sufficient such that after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, its Revolving Loans each applicable Lender shall notify Agent if and to what extent such Lender commits to increase have outstanding its Revolver Percentage of all Loans outstanding under the applicable Commitment. Any Lender not responding within It shall be a condition to such period effectiveness that (A) if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to have declined an increase. If Lenders fail to commit be prepaid on such date and the Borrower shall pay any amounts owing to the full requested increaseLenders pursuant to Section 1.9 and (B) the Borrower shall not have terminated any portion of any Commitment pursuant to Section 1.10. The Borrower agrees to pay the expenses of the Administrative Agent (including reasonable attorney’s fees) relating to any Revolver Increase. Notwithstanding anything herein to the contrary, Eligible Assignees may issue additional Revolver Commitments, no Lender shall have any obligation to increase its Commitment and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments no Lender’s Commitment shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowerswithout its consent thereto, and new each Lender may at its option, unconditionally and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate without cause, decline to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loansits Commitment.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments (a) Subject to the terms and conditions set forth herein, Apache shall have the right to cause from time to time upon notice an increase in the Commitments of the Lenders by up to Agent$1,000,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided, as long as (a) the requested increase is in a minimum amount equal to the lesser of however that (i) $5,000,000, or (ii) at the balance time of the amount available under clause (b)Commitment Increase, and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be which is continuing, (eii) no such Commitment Increase shall cause the representations and warranties total amount of the Obligors Commitments to exceed $4,500,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (iv) if, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent. (b) Any Commitment Increase must be requested by written notice from Apache to the Administrative Agent (a “Notice of Commitment Increase”) in the Loan Documentation form of Exhibit G attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be true effective on the proposed effective date set forth in such notice (not less than five (5) Business Days after receipt by the Administrative Agent) or on another date agreed to by the Administrative Agent and correct in all material respects Apache (other than such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) with respect each CI Lender shall, by wire transfer of immediately available funds, deliver to any representations and warranties that are the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made as of an earlier date which shall be true and correct in all material respects as of by such earlier date and CI Lender to Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) any the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such representation or warranty qualified Reducing Percentage Lender, shall constitute a prepayment by materiality or “Material Adverse Effect” or similar language which Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) Borrower shall be accurate responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the Administrative Agent shall record in its records the CI Lender’s information as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire in form satisfactory to the Administrative Agent that shall be executed and delivered by each CI Lender to the Administrative Agent on or before the Commitment Increase Effective Date, (ii) Schedule 2.1 hereof shall be amended and restated to set forth all respects Lenders (including any CI Lenders) that will be Lenders hereunder after giving effect to such qualification). Commitment Increase (which shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall promptly notify Lenders distribute to each Lender (including each CI Lender) a copy of such amended and restated Schedule 2.1, and (iii) each CI Lender identified on the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent Notice of Commitment Increase for such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period Commitment Increase shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in a “Lender” for all purposes under this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver LoansAgreement.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to Agentthe date that is six (6) months prior to the Revolving Credit Termination Date, or Term B Loan Maturity Date, as long applicable, with the written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), increase the aggregate amount of the Revolving Credit Commitments or establish one or more new term loan commitments (any such new term loan commitment, an “Incremental Term Loan Commitment”), respectively, by delivering a commitment amount increase or incremental term loan request, as (a) applicable, substantially in the requested increase is form attached hereto as Exhibit H or in a minimum amount equal such other form acceptable to the lesser Administrative Agent at least five (5) Business Days (or such shorter period of time as the Administrative Agent may reasonably consent) prior to the desired effective date of such increase (the “Revolving Credit Commitment Amount Increase”) or new term loan, as applicable, identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment or Incremental Term Loan Commitment (or additional amount of its Revolving Credit Commitment); provided, however, that (i) the aggregate amount of increases in the Revolving Credit Commitments and new Incremental Term Loan Commitments shall not exceed $5,000,000200,000,000 from and after the Closing Date, or (ii) the balance of the amount available under clause (b)any Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, and is offered on the same terms as existing Revolver Commitmentsapplicable, except for fees which shall be determined the applicable Lendersin an amount not less than $10,000,000, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (diii) no Default or Event of Default shall have occurred and be continuingcontinuing at the time of the effective date of the Revolving Credit Commitment Amount Increase or individual Incremental Term Loan Commitment, as applicable, and (eiv) the all representations and warranties of the Obligors contained in the Loan Documentation Section 6 hereof shall be true and correct in all material respects (other than where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the effective date of such Revolving Credit Commitment Amount Increase or of any new Incremental Term Loan Commitment (i) with respect except to any the extent such representations and warranties that are made as of relate to an earlier date date, in which shall be case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualificationdate). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the The effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver CommitmentsRevolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, shall be reallocated among Lendersas set forth in the related commitment amount increase or new incremental term loan request. Upon the effectiveness of a Revolving Credit Commitment Amount Increase, the new Revolving Lender(s) (or, if applicable, existing Revolving Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Revolving Lender shall have outstanding its Percentage of Revolving Loans. In connection with any Revolving Credit Commitment Amount Increase, to the extent any Revolving Loans are repaid to an existing Revolving Lender in connection with the rebalancing of the outstanding Revolving Loans, Borrower shall pay any amounts owing to such Lenders pursuant to Section 1.11 hereof (unless any Lender owed any such amount waives such amount due by notice to the Administrative Agent). The Revolving Credit Commitments may not be increased if the Borrower has previously terminated any portion of the Revolving Credit Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented out-of-pocket expenses of the Administrative Agent relating to any Revolving Credit Commitment Amount Increase or Incremental Term Loan Commitment and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, (x) no Lender shall have any obligation to increase its Revolving Credit Commitment or to provide any Incremental Term Loan Commitment and, without its consent, no Revolving Lender’s Revolving Credit Commitment shall be increased and no Lender will be required to provide an Incremental Term Loan Commitment and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or to provide an Incremental Term Loan Commitment, (y) such declining Lender shall have no consent right with respect to such Revolving Credit Commitment Amount Increase or such Incremental Term Loan Commitment, as applicable, and settled by (z) any new Lender shall be acceptable to the Administrative Agent if necessary(to the extent the consent of the Administrative Agent would be required in connection with an assignment to such new Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect any Revolving Credit Commitment Amount Increase and any Incremental Term Loan Commitment, as applicable. Any new or increasing Revolving Lender shall advance Revolving Loans in accordance with Lenders’ adjusted shares an amount sufficient such that after giving effect to its Revolving Loans each Revolving Lender shall have outstanding its Revolver Percentage of such all Revolving Loans outstanding under the Revolving Credit Commitments. Subject to Section 7.1 hereof, on the effective date of any new Incremental Term Loan Commitments, any new or existing Lender with an Incremental Term Loan Commitment shall advance in a single Borrowing an Incremental Term Loan in the amount of its new Incremental Term Loan Commitment. The terms Borrower shall deliver or cause to be delivered any documents reasonably requested by the Administrative Agent in connection with any such transaction and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loansconsistent with Section 7.2 hereof.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000Twice per calendar year the Borrower may, or (ii) by written notice to the balance of Administrative Agent, request that the Total Revolving Commitment be increased by an amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not to exceed $150,000,000 50,000,000 in the aggregateaggregate for all such increases from the Closing Date until the Maturity Date, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) provided that no Default or Event of Default shall have has occurred and be continuing, (e) is continuing at the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as time of such earlier request and on the date and (ii) of any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)increase. The Administrative Agent shall promptly notify Lenders deliver a copy of such request to each Lender. The Borrower shall set forth in such request the amount of the requested increase and, within in the Total Revolving Commitment (which shall be in minimum increments of $10,000,000 and a minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days thereafternor more than 60 days after the date of such notice and that, in any event, must be at least 360 days prior to the Maturity Date), and shall offer each applicable Lender shall notify Agent if and to what extent such Lender commits the opportunity to increase its Revolver CommitmentRevolving Commitment by its Revolving Facility Percentage of the proposed increased amount. Any Each Lender shall, by notice to the Borrower and the Administrative Agent given not responding more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Lender so agreeing being an "Increasing Lender") or decline to increase its Revolving Commitment (and any such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Revolving Commitment and each Lender so declining or being deemed to have declined being a "Non-Increasing Lender"). If If, on the 10th day after the Administrative Agent shall have delivered notice as set forth above, the Increasing Lenders fail to commit shall have agreed pursuant to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver preceding sentence to increase their Revolving Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested an aggregate amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later less than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of Total Revolving Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities that are Eligible Assignees (each such Person so agreeing being an increase, all outstanding Revolver Loans, LC Obligations"Augmenting Lender"), and other exposures under the Revolver CommitmentsBorrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Commitment hereunder. Any increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or choose not to arrange for, Augmenting Lenders. (ii) Each of the parties hereto agrees that the Administrative Agent may take any and all actions as applicablemay be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.1(b), shall be reallocated among Lenders, and settled the outstanding Revolving Loans (if any) are held by Agent if necessary, the Lenders with Revolving Commitments in accordance with Lenders’ adjusted shares of such Commitmentstheir new Revolving Facility Percentages. The terms and provisions This may be accomplished at the discretion of the incremental Revolver Administrative Agent: (w) by requiring the outstanding Loans will to be identical prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the terms and conditions applicable Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.1(b) to remain outstanding until the existing Revolver Loanslast days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 30 days’ notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 5,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lendersa closing fee specified by Borrowers, (b) total increases under this Section do not exceed $150,000,000 in the aggregate50,000,000 and no more than three increases are made, and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, increase does not cause the Commitments to exceed any applicable cap under any intercreditor or subordination agreement (d) no Default or Event of Default shall have occurred and be continuing, (e) including the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualificationIntercreditor Agreement). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any No Lender is obligated to provide any increase, and any Lender not responding within such period shall be deemed to have declined an increase. If Lenders ▇▇▇▇▇▇▇ fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders ▇▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase requestprovided the conditions set forth in Section 6.2 are satisfied at such time. Agent, BorrowersObligors, and the new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver CommitmentsCommitments and Obligors shall pay any reasonable and documented out-of-pocket fees and expenses incurred in connection therewith. On the effective date of an increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 5,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined a closing fee agreed to by Borrowers for the applicable Lendersrequested increase, (b) increases under this Section do not exceed $150,000,000 15,000,000 in the aggregateaggregate and no more than three (3) increases are made, and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have has occurred and be continuing, (e) is continuing or would result from the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)requested increase. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that the conditions set forth in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, Obligations and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers The Agent may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal prior to the lesser of (i) $5,000,000, or (ii) Revolving Facility Maturity Date arrange an increase in the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under Aggregate Commitment in accordance with this Section do 2.01(a)(iv); provided, that the aggregate amount of all such Aggregate Commitment increases shall not exceed $150,000,000 40,000,000 and in no event shall the Aggregate Commitment exceed $100,000,000. Agent may arrange either for an existing Lender to increase its Commitment or arrange for one or more lenders not a party to this Agreement, but qualifying as an Eligible Assignee (each such person, an "Additional Lender"), to assume such additional Commitment(s) (provided that any Additional Lender shall have a Commitment of not less than $5,000,000) by becoming a party to this Agreement by signing an Additional Lender Agreement and such other documentation as the Agent may reasonably request to effectuate such transaction. If, after giving effect to any increase in the aggregateCommitments as aforesaid, (c) no reduction in Commitments the respective Commitment Percentages of the Lenders are not the same as the respective Commitment Percentages of the Lenders immediately prior to such increase, the Company shall prepay any outstanding Loans, together with interest thereon and any amounts due pursuant to Section 2.1.4 has occurred 3.04, effective as of the date of such increase, which payments shall be applied in accordance with each Lender's Commitment Percentage prior to the requested giving effect to such increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors may reborrow such Revolving Loans from each Lender in the Loan Documentation shall be true and correct in all material respects (other than (i) accordance with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects each Lender's revised Commitment Percentage after giving effect to such qualification)increase. The Agent and the Lenders shall promptly notify Lenders use reasonable efforts to effect any such increase so as to minimize amounts due pursuant to Section 3.04. In the event of an increase in Commitments pursuant to this Section, appropriate adjustments shall be made to the Bridge Commitment Percentages of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit lenders party to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver CommitmentsBridge Loan Agreement, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loansmore fully described therein.

Increase in Commitments. Borrowers Borrower may request an increase in Revolver Commitments from time to time upon not less than five (5) Business Days’ notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 10,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lendersa closing fee specified by Borrower, (b) total increases under this Section do not exceed $150,000,000 in the aggregate100,000,000, and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increaseincrease does not cause the Commitments to exceed 90% of any applicable cap under the Intercreditor Agreement, (d) no Default any Permitted Junior Debt agreement or Event any Permitted Refinancing Debt agreement in respect of Default shall have occurred and be continuing, (e) the representations and warranties a Refinancing of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)Permitted Junior Debt. Agent shall promptly notify Lenders of the requested increase and, within 10 ten (10) Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any No Lender is obligated to provide any increase, and any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, and Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower AgentBorrower, but no later than 45 days following Borrowers’ increase requestprovided the conditions set forth in Section 6.2 are satisfied at such time. Agent, BorrowersBorrower, and the new and existing applicable Lenders shall execute and deliver such documents documents, amendments and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver CommitmentsCommitments and Obligors shall pay any fees and expenses incurred in connection therewith in accordance with the terms hereof. On the effective date of an increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than thirty (30) days’ (or such shorter period as may be acceptable to Agent) notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 20,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) total increases under this Section do not exceed $150,000,000 in the aggregate, 120,000,000 and no more than three (3) increases are made and (c) no reduction any other fees or expenses required to be paid by Borrowers in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation connection with such increase shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)mutually agreed. Agent shall promptly notify Lenders of the requested increase and, within 10 ten (10) Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders ▇▇▇▇▇▇▇ fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders ▇▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase requestprovided (i) the conditions set forth in Section 6.2 are satisfied at such time; and (ii) to the extent Collateral includes any Real Estate, flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, Borrowers, and the new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.”

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to AgentAdministrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase their respective Commitments (but no existing Lender shall be required to, or have any obligation to, increase its Commitments), as long as (a) the requested increase is in a minimum amount equal to of $5,000,000 (other than requests for the lesser of (i) $5,000,000, or (ii) entire remaining amount under the balance of the amount available under aggregate limit set forth in clause (b), ) below) and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lendersa closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $150,000,000 25,000,000 in the aggregate, (c) no reduction more than three (3) reductions in Commitments pursuant to Section 2.1.4 has occurred prior and increases pursuant to this Section 2.1.7, taken together, shall be made, and in no event shall any reduction or increase occur within 6 months of the requested date of any previous reduction or increase, as the case may be, (d) no Default or Event of Default shall have has occurred and be continuingis continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the representations and warranties of requested increase does not cause the Obligors in Commitments to exceed any applicable cap under the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation Secured Notes Indenture or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)the Senior Notes Indenture. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Administrative Agent may allocate, in its reasonable discretion, and Borrower Agent shall determine the allocation of the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that the conditions set forth in this clauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate reasonably requests to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms Commitments and provisions the total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loanssuch increase.

Increase in Commitments. Subject to Section 2.1.8(b)(vii), Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 10,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees any closing fee to which shall be determined the applicable LendersBorrowers agree, (b) increases under this Section do not exceed $150,000,000 250,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) no Default or Event the requested increase does not cause the Commitments to exceed 90% of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) applicable cap under any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)Subordinated Debt agreement. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretion, in consultation with Borrowers, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that the conditions set forth in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ ' increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, Obligations and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ ' adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments Prior to the Maturity Date and upon at least 45 days’ prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the revocable right, from time to time upon notice during the term of this Agreement and subject to Agentthe terms and conditions set forth below, as long as to increase the aggregate amount of the Aggregate Commitments; provided that (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred exist at the time of the request or the proposed increase in the Aggregate Commitments, (b) any such increase must be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 above such amount, (c) the sum of any increases to the Commitment during the term of this Agreement shall not exceed FIVE HUNDRED MILLION DOLLARS ($500,000,000), (d) no individual Lender's Commitment may be continuingincreased without such Lender's written consent, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements Note(s) as Agent deems appropriate are necessary to evidence reflect the increase in the respective Commitments, (f) Schedule 1.1 shall be amended to reflect the revised Commitments and allocations revised Applicable Percentages of Revolver Commitments. On the effective date Lenders and (g) if any Loans are outstanding at the time of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under increase in the Revolver Aggregate Commitments, as applicable, the Borrower will prepay (provided that any such prepayment shall not be subject to any minimum amount of prepayment or any requirements regarding pro rata repayments but shall be reallocated among Lenders, and settled by Agent if necessary, subject to Section 3.5) one or more existing Loans in accordance with Lenders’ adjusted shares of an amount necessary such Commitments. The terms and provisions that after giving effect to the increase in the Aggregate Commitments each Lender will hold its pro rata share (based on its share of the incremental Revolver Loans will revised Aggregate Commitments) of outstanding Loans. Any such increase in the Aggregate Commitments shall apply, at the option of the Borrower, to (x) the Commitment of one or more existing Lenders; provided that any Lender whose Commitment is being increased must consent in writing thereto and if more than one Lender wishes to participate then such increase shall be identical allocated pro rata among such Lenders (based on the amount that each such Lender was willing to increase its Commitment) and/or (y) a new Commitment for one or more institutions that is not an existing Lender so long as such institution (A) conforms to the terms definition of Eligible Assignee, (B) is approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed), (C) receives a Commitment of at least $5,000,000 and conditions applicable (D) becomes a Lender under this Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Agreement in a manner acceptable to the existing Revolver LoansBorrower and the Administrative Agent. This Section shall supersede any provisions in Section 2.13 or 10.6 to the contrary.

Increase in Commitments. Borrowers may may, at any time prior to the expiration or termination of the Commitments, request an increase in Revolver Commitments from time to time upon not less than 45 days’ prior notice delivered to the Agent, as long as (a) the each requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 10,000,000.00 and is offered on terms identical to the same terms as existing Revolver CommitmentsCommitments (including, without limitation, with respect to pricing, fees and maturity), except for fees which shall that the Borrowers may pay a closing fee in connection with such increase, such fee to be determined specified by Borrowers, but in no event to exceed 50 basis points of the applicable Lendersincreased Commitments, (b) total increases under this Section do not exceed $150,000,000 35,000,000.00 in the aggregateaggregate for all such increases, and no more than four (4) increases are made during the term of this Agreement and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have has occurred and is continued or would be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to caused by such increase or any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)substantially concurrent borrowing thereunder. Agent shall promptly notify Lenders in writing of the requested increase and, within 10 ten (10) Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. No Lender shall be obligated to provide any increased Commitments unless it so agrees; provided, the Borrower shall first request such increase from each existing Lender in accordance with such Lender’s pro rata share of the existing Commitment (as of the date of such request) prior to approaching any other Person, and each such Lender may elect or decline, in its sole discretion, to provide such increase. If existing Lenders fail to commit to the full requested increaseincrease as contemplated above, Eligible Assignees may issue additional Revolver Commitments, Commitments for any unallocated portion of the requested increase and shall become Lenders hereunderhereunder in accordance with the terms hereof. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase requestprovided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of Revolver CommitmentsCommitments in accordance with the terms above. On the effective date of an increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments or an additional term loan commitment (each an “Incremental Term Loan Commitment” and each term loan provided thereunder in accordance with the terms and conditions of this Section 2.1.7, an “Incremental Term Loan”) from time to time upon notice to Agent, as long as (a) the requested increase to the Revolver Commitments or Incremental Term Loan Commitment, as applicable, is in a minimum amount equal to the lesser of (i) $5,000,00010,000,000, or (ii) the balance of the amount available under clause (bc), and (b)(i) with respect to an increase in the Revolver Commitments, is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined by the Borrowers and the applicable Lenders, and (bii) with respect to each Incremental Term Loan Commitment, each Incremental Term Loan shall be offered on the terms and conditions set forth in this Section 2.1.7, (c) from and after the Second A&R Closing Date, increases under this Section 2.1.7 do not exceed $150,000,000 55,000,000 in the aggregate, (cd) with respect to an increase in the Revolver Commitments, no reduction in the Revolver Commitments pursuant to Section 2.1.4 has occurred following the Second A&R Closing Date and prior to the requested increase, (de) Agent shall have received calculations certified by the chief financial officer of the Borrower Agent evidencing that Borrowers have a Net Leverage Ratio of no more than 6.00:1.00 on a Pro Forma Basis after giving effect to any such increase, and (f) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase to the Revolver Commitments or Incremental Term Loan Commitments, as applicable and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment or Incremental Term Loan Commitment, as applicable. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments or Incremental Term Loan Commitments, as applicable, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments or Incremental Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 2.1.7 and in Section 6.2 are satisfied, total Revolver Commitments or Incremental Term Loan Commitments, as applicable, shall be increased by the requested amount (or such lesser amount committed by Lenders ▇▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 90 days following Borrowers’ ' increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver CommitmentsCommitments or Incremental Term Loans, as applicable. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, Obligations and other exposures under the Revolver Commitments and Incremental Term Loan Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans. The terms and provisions of any Incremental Term Loans shall be as set forth in a joinder agreement; provided that (a) Incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the existing Loans in any optional or mandatory prepayment hereunder, (b) the Incremental Term Loans may be unsecured or secured by the Collateral on a pari passu or junior basis, (c) any mandatory or optional prepayments with respect any Incremental Term Loan shall be mutually agreed to by Borrowers and Lenders, (d) any Incremental Term Loan shall be secured pursuant to a Mortgage on a Borrower’s Real Estate not already included in the Primary Term Loan Collateral, the Primary Equipment Loan/Capital Expenditure Loan Collateral or the Primary DDTL Collateral, or not already securing another Incremental Term Loan (if any), (e) Borrowers shall deliver Related Real Estate Documents in connection with each such Mortgage, and (f) all other terms of the Incremental Term Loans must be reasonably acceptable to the Agent and the Lenders holding any portion of the Incremental Term Loans.

Increase in Commitments. Borrowers may At the written request of a Borrower, the Lender may, in its sole and absolute discretion, agree to increase the amount of its Commitments hereunder from $13,000,000 to an amount not in excess of $17,500,000 in conjunction with the consummation by any Borrower of a Permitted Acquisition. In the event the Lender agrees to increase in Revolver Commitments from time to time upon notice to Agentits Commitments, as long as (a) the requested Lender shall allocate such increase is in a minimum amount equal to the lesser of (i) $5,000,000, to either the Revolving Credit Commitment or the Term Loan Commitment or (ii) between the balance Revolving Credit Commitment and the Term Loan Commitment in such amounts as the Lender shall determine in its sole but reasonable discretion. If the Lender’s Commitments are increased, the Borrowers and the Lender agree to modify the financial covenants set forth in Section 6.03 to reflect the financial condition of the Borrowers after the consummation of the related Acquisition. In connection with any increase of the Commitments, the Lender shall (i) not require Parent to provide the Lender with Warrants to purchase shares of Parent Common Stock in excess of the amount available under clause (b)set forth in Section 9.01, and is offered on (ii) adjust the same terms as existing Revolver fees set forth in Section 2.06 in proportion to the increased amount of the Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under . Notwithstanding anything in this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior 10.21 to the requested contrary, it is hereby understood and agreed that (i) the Lender has absolutely no obligation whatsoever to increase any Commitment or to negotiate with any Borrower with respect to such an increase, (dii) any increase to a Commitment shall be subject to the sole and absolute discretion of the Lender, (iii) such increase in a Commitment shall not be effective unless and until such increase has been set forth in an agreement, in form and substance satisfactory to the Lender, signed by the Lender and (iv) the Lender intends to require that in connection with such increase, (A) the following shall be true and correct, and the Lender shall have received a certificate certifying that the representations and warranties made by each Borrower or any officer of a Borrower under or in connection with any Loan Document or under or in connection with any report, certificate or other document delivered to the Lender pursuant to any Loan Document is true and correct on and as of such date as though made on and or of such date, and no Event of Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects continuing as of such earlier date date, and (iiB) any it shall have received such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate agreements, instruments, documents, legal opinions and certificates, all in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if form and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit substance satisfactory to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver CommitmentsLender, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loansit may deem advisable.

Increase in Commitments. Borrowers (a) Provided no Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time request an increase in Revolver the Total Commitments from time to time upon notice to Agent(each such increase, as long as a “Commitment Increase”) by an amount (afor all such requests) the requested not exceeding $200,000,000; provided that (i) any such request for an increase is shall be in a minimum amount equal to the lesser of (i) $5,000,00050,000,000, or and (ii) the balance Lead Borrower may make a maximum of four such requests. [At the amount available under clause time of sending such notice, the Lead Borrower (b), and in consultation with the Agent) shall specify the time period within which each Lender is offered on the same terms as existing Revolver Commitments, except for fees requested to respond (which shall in no event be determined less than ten Business Days from the applicable Lenders, date of delivery of such notice to the Lenders).]Any such Commitment Increase may be funded initially by the Agent or one or more existing Lenders as agreed with the Lead Borrower; provided that all existing Lenders will be provided with a right to participate in such Commitment Increase within thirty (30) days following the closing of such Commitment Increase. (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Each Lender shall notify the Agent if and to what extent within such Lender commits time period as specified in clause (a) above whether or not it agrees to increase its Revolver CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. (c) The Agent shall notify the Lead Borrower and each Lender of the Lenders' responses to each request made hereunder. If Lenders fail to commit To achieve the full amount of a requested increase and subject to the full approval of the Agent (which approval shall not be unreasonably withheld), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested increaseby the Lead Borrower, the Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other Eligible Assignees to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may issue also invite additional Revolver CommitmentsEligible Assignees to become Lenders) (such additional Lenders, “Additional Commitment Lenders”), provided, however, that without the consent of the Agent, at no time shall the Commitment of any Additional Commitment Lender be less than $10,000,000. (d) If the Total Commitments are increased in accordance with this Section, the Agent, in consultation with the Lead Borrower, shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Commitment Increase. The Agent shall promptly notify the Lead Borrower and the Lenders of the final allocation of such Commitment Increase and the Increase Effective Date and on the Increase Effective Date (i) the Total Commitments under, and become Lenders hereunder. Agent may allocatefor all purposes of, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments Agreement shall be increased by the aggregate amount of such Commitment Increase, and (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders. 68[68] (e) As a condition precedent to any such Commitment Increase, (i) the Lead Borrower shall deliver to the Agent a certificate of each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a responsible officer of such Borrower (A) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such Commitment Increase, and (B) certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Section [4]4 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section [2.29]2.29, the representations and warranties contained in Section [3.4]3.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section [5.1]5.1; (ii) the Borrowers, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Agent as the Lead Borrower and the Agent may agree; (v) if requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent, the Borrowers shall deliver to the Agent and Borrower the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, but no later than 45 days following Borrowers’ increase request. Agentfrom counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; (vi) the Borrowers and each Additional Commitment Lender shall have delivered such other instruments, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in may reasonably have requested; and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.(vii)

Increase in Commitments. Borrowers The Borrower may request an increase in Revolver Commitments from time to time upon notice time, on any Business Day after the Effective Date and prior to Agent, as the Termination Date so long as (a) no Event of Default exists, increase the requested increase is in aggregate amount of the Revolving Credit Commitments by delivering a minimum amount equal Commitment Amount Increase Request at least five Business Days prior to the lesser desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) $5,000,000, or (ii) the balance aggregate amount of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which Revolving Credit Commitments shall be determined the applicable Lenders, (b) increases under this Section do not at any time exceed $150,000,000 in the aggregate550,000,000, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which increase of the aggregate amount of the Revolving Credit Commitments shall be accurate in all respects an amount not less than $25,000,000. The effective date of any Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.12) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such qualification)assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. Agent It shall promptly notify Lenders be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrower pays any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrower shall not have terminated any portion of the requested increase andRevolving Credit Commitments pursuant to Section 3.6 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, within 10 Business Days thereafter, each applicable no Lender shall notify Agent if and to what extent such Lender commits have any obligation to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Revolving Credit Commitment and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments no Lender’s Revolving Credit Commitment shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowerswithout its consent thereto, and new each Lender may at its option, unconditionally and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate without cause, decline to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loansits Revolving Credit Commitment.

Increase in Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to the Administrative Agent, as so long as (aA) no Default or Event of Default exists, (B) the requested increase is in a minimum amount equal to the lesser of $10,000,000 (iplus any increment of $5,000,000 in excess thereof) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined a closing fee specified by the applicable LendersBorrowers, and (bC) increases under this Section subclause do not exceed $150,000,000 50,000,000 in the aggregate, aggregate and no more than three (c3) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that increases are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within 10 ten (10) Business Days thereafter, each applicable Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Revolver Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided that the conditions set forth in this Section 2.1.6 8.2 are satisfied and 6.2 are satisfieda successful syndication of the requested increase, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and Borrower the Borrowers’ Agent, but no later than 45 thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing applicable Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures Obligations under the Revolver Commitments, as applicable, Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers Borrower may request an increase in Revolver Commitments from time to time upon not less than ten (10) days’ notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 5,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lendersa closing fee specified by Borrower, (b) total increases under this Section do not exceed $150,000,000 in the aggregate15,000,000 and no more than two (2) increases are -38- DM3\8972795.2 made, and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event increase does not cause the Commitments to exceed 90% of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) applicable cap under any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)Senior Notes Documents. Agent shall promptly notify Lenders of the requested increase and, within 10 two (2) Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders L▇▇▇▇▇▇ fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver The aggregate Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders L▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by Agent and Borrower AgentBorrower; provided that (i) the conditions set forth in Section 6.2 are satisfied at such time and (ii) if applicable, but no later than 45 days following Borrowers’ increase requestflood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner reasonably satisfactory to all Lenders. Agent, BorrowersBorrower, and the new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an any such increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 10 Business Days’ (or such shorter period as may be acceptable to Agent) notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 5,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lendersa closing fee specified by Borrowers, (b) total increases under this Section do not exceed $150,000,000 in the aggregate, 50,000,000 and no more than five increases are made and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event increase does not cause the aggregate Commitments to exceed 90% of Default shall have occurred and be continuing, (e) any applicable cap under the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)Intercreditor Agreement. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase requestprovided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred At any time prior to the requested increaseMaturity Date, (d) provided no Default or Event of Default shall have occurred and then be continuing, AMB LP may request a one-time increase in the aggregate amount of the Commitments (esubject to (ii) below), either by designating an Eligible Bank not theretofore a Bank to become a Bank (such designation to be effective only with the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased. Upon execution and delivery by AMB LP and such Bank or other Eligible Bank of an instrument in form reasonably satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such Eligible Bank shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that: (i) AMB LP shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Banks; and Table of Contents (ii) the representations and warranties amount of such one time increase does not cause the Facility Amount to exceed $350,000,000. Upon any increase in the aggregate amount of the Obligors Commitments pursuant to this Section 2.15, within five (5) Business Days (in the Loan Documentation shall be true and correct case of any Base Rate Loans or Canadian Base Rate Loans then outstanding) or at the end of the then-current Interest Period with respect thereto (in all material respects the case of any Euro-Dollar Loans then outstanding (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualificationCanadian Base Rate Loans). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments), as applicable, each Bank’s Pro Rata Share shall be recalculated to reflect such increase in the Commitments and the outstanding principal balance of the Loans shall be reallocated among Lendersthe Banks such that the outstanding principal amount of Loans owed to each Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). All payments, repayments and settled other disbursements of funds by the Administrative Agent if necessaryto Banks shall thereupon and, at all times thereafter be made in accordance with Lenders’ adjusted shares of such Commitments. The terms and each Bank’s recalculated Pro Rata Share. (b) This Section 2.15 shall supersede any provisions of the incremental Revolver Loans will be identical in Sections 10.5 or 10.6 to the terms and conditions applicable to the existing Revolver Loanscontrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to Agent (which shall promptly notify the Lenders) at any time prior to June 30, 2006, the Borrowers may on a one-time basis without payment of an underwriting fee to Agent, request an increase in Revolver the Aggregate Commitments under the Revolving Committed Amount by an amount not exceeding $8,000,000. At the time of sending such notice, the Borrowers (in consultation with Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from time to time upon the date of delivery of such notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (bLenders), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, . (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Each Lender shall notify Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Revolver CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. (c) The Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. If Lenders fail to commit to To achieve the full amount of a requested increase, the Borrowers may also invite additional Eligible Assignees may issue additional Revolver Commitments, and to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to Agent and its counsel. Agent may allocate, in its reasonable discretion, There shall be no fee for increasing the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in Revolving Committed Amount under this Section 2.1.6 and 6.2 2.16 other than payment of Agent’s requisite Attorney Costs incurred in connection with documentation of such increase pursuant to this Section 2.16. (d) If the Aggregate Commitments are satisfiedincreased in accordance with this Section 2.16, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders the Borrowers shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On determine the effective date of an such increase (the “Increase Effective Date”) and the final allocation of such increase. Agent and the Borrowers shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (e) As a condition precedent to such increase, all outstanding Revolver Loansthe Borrowers shall deliver to Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, LC Obligationsand, (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and other exposures under except that for purposes of this Section 2.16, the Revolver Commitments, as applicable, representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments(B) no Default exists. The terms Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and provisions of the incremental Revolver Loans will be identical pay any additional amounts required pursuant to Section 3.05) to the terms extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising form any nonratable increase in the Commitments under this Section 2.16. (f) This Section 2.16 shall supercede any provisions in Sections 2.13 and conditions applicable 10.01 to the existing Revolver Loanscontrary.

Increase in Commitments. Borrowers may (a) Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, from time to time, request an increase in Revolver the Aggregate Commitments by a minimum principal amount (for all such requests) of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $15,000,000. At the time of sending such written notice, the Borrower (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 time to time upon the date of delivery of such notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Revolver CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Revolver Commitments, acceptable to the Agent and the Borrower to become Lenders hereunder. pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel. (b) If the Aggregate Commitments are increased in its reasonable discretionaccordance with this Section, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and the Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolver Loans, LC Obligationsthe Borrower shall deliver to the Administrative Agent a certificate of each Covered Person dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Covered Person (i) certifying and attaching the resolutions adopted by such Covered Person approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 12, and the other exposures under Loan Documents are true and correct on and as of the Revolver CommitmentsIncrease Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as applicableof such earlier date, and except that for purposes of this Section 3.4, the representations and warranties contained in Section 12 shall be reallocated among Lendersdeemed to refer to the most recent Financial Statements furnished pursuant to Section 14.14, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans(B) no Default exists.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal The Borrower may, by written notice to the lesser of Administrative Agent, request (ieach such request, a “Commitment Increase Request”) $5,000,000, or (ii) that the balance of the Total Commitment be increased by an amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not to exceed $150,000,000 in 45,000,000 such that the aggregate, (c) no reduction in Commitments pursuant aggregate Total Commitment is not more than $175,000,000 after giving effect to Section 2.1.4 has occurred all such increases from the Amendment No. 3 Effective Date until one year prior to the requested increaseFacility Termination Date, (d) provided that no Default or Event of Default shall have has occurred and be continuing, (e) is continuing at the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as time of such earlier Commitment Increase Request and on the date and (ii) of any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)increase. The Administrative Agent shall promptly notify Lenders deliver a copy of such Commitment Increase Request to each Lender. The Borrower shall set forth in such Commitment Increase Request the amount of the requested increase andin the Total Commitment (which shall be in a minimum amount of $5,000,000 and in minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 20 Business Days nor more than 60 days after the date of such notice and that, within in any event, must be at least 385 days prior to the Facility Termination Date), and shall offer each Lender the opportunity to increase its Commitment by its Commitment Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 Business Days thereafterafter the date of delivery by the Administrative Agent of the Borrower’s Commitment Increase Request, each applicable Lender shall notify Agent if and to what extent such Lender commits either agree to increase its Revolver Commitment. Any Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 Business Days shall be deemed to have declined an increaseto increase its Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If at the end of the 10 Business Day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders fail did not accept and, if such Increasing Lenders offer to increase their Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Commitment Percentage. If, on the 11th Business Day after the Administrative Agent shall have delivered a copy of a request by the Borrower to the Lenders as set forth above, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment so requested by the Borrower, the Borrower may arrange for one or more banks or other entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (each such person so agreeing being an “Augmenting Lender”), to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitmentsmaking Loans pursuant to a Commitment hereunder in an amount no less than $5,000,000, and become Lenders the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Lender’s Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) Each of the parties hereto agrees that the Administrative Agent may allocate, take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in its reasonable discretionthe Total Commitment pursuant to this Section 4.4(b), the increased Revolver Commitments among committing Lenders and, outstanding Loans (if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 any) are satisfied, total Revolver Commitments shall be increased held by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.their new Commitment

Increase in Commitments. Borrowers may request an increase in Revolver Commitments or an additional term loan commitment (each an “Incremental Term Loan Commitment” and each term loan provided thereunder in accordance with the terms and conditions of this Section 2.1.7, an “Incremental Term Loan”) from time to time upon notice to Agent, as long as (a) the requested increase to the Revolver Commitments or Incremental Term Loan Commitment, as applicable, is in a minimum amount equal to the lesser of (i) $5,000,00010,000,000, or (ii) the balance of the amount available under clause (bc), and (b)(i) with respect to an increase in the Revolver Commitments, is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined by the Borrowers and the applicable Lenders, and (bii) with respect to each Incremental Term Loan Commitment, each Incremental Term Loan shall be offered on the terms and conditions set forth in this Section 2.1.7, (c) from and after the A&R Closing Date, increases under this Section 2.1.7 do not exceed $150,000,000 55,000,000 in the aggregate, (cd) with respect to an increase in the Revolver Commitments, no reduction in the Revolver Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (de) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase to the Revolver Commitments or Incremental Term Loan Commitments, as applicable and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment or Incremental Term Loan Commitment, as applicable. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments or Incremental Term Loan Commitments, as applicable, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments or Incremental Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 2.1.7 and in Section 6.2 are satisfied, total Revolver Commitments or Incremental Term Loan Commitments, as applicable, shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 90 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver CommitmentsCommitments or Incremental Term Loans, as applicable. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, Obligations and other exposures under the Revolver Commitments and Incremental Term Loan Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans. The terms and provisions of any Incremental Term Loans shall be as set forth in a joinder agreement; provided that (a) Incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the existing Loans in any optional or mandatory prepayment hereunder, (b) the Incremental Term Loans may be unsecured or secured by the Collateral on a pari passu or junior basis, but shall not be secured by any of the Exclusive Revolver Loan/Letter of Credit Collateral, the Exclusive Term Loan/Capital Expenditure Loan Collateral or the Exclusive DDTL Collateral, (c) any mandatory or optional prepayments with respect any Incremental Term Loan shall be mutually agreed to by Borrowers and Lenders, (d) any Incremental Term Loan shall be secured pursuant to a Mortgage on a Borrower’s Real Estate not already included in the Exclusive Term Loan/Capital Expenditure Loan Collateral or the Exclusive DDTL Collateral, or not already securing another Incremental Term Loan (if any), (e) Borrowers shall deliver Related Real Estate Documents in connection with each such Mortgage, and (f) all other terms of the Incremental Term Loans must be reasonably acceptable to the Agent and the Lenders holding any portion of the Incremental Term Loans.

Increase in Commitments. Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in Revolver the Aggregate Commitments from time to time upon notice to Agentby an amount (for all such requests) not exceeding $150,000,000 (and provided that, as long as (a) in any event, the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which Aggregate Commitments shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 750,000,000 at any time). At the time of sending such notice, the Borrower (in consultation with the aggregate, Administrative Agent) shall specify the time period within which each Lender is requested to respond (c) which shall in no reduction in Commitments pursuant to Section 2.1.4 has occurred prior event be less than ten Business Days from the date of delivery of such notice to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualificationLenders). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Revolver CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Revolver Commitments, and to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Agent may allocate, in its reasonable discretion, The Borrower’s ability to increase the increased Revolver Aggregate Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in under this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments 2.16 shall be increased by subject to syndication of the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and of the increase in the Aggregate Commitments. Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such amendments to the Loan Documents and other documents and agreements certificates, including, but not limited to a new Note in favor of any existing Lender and any additional Eligible Assignee, and shall pay such additional upfront fees, arrangement fees and other fees, as may be required by the Administrative Agent, the Lenders or such additional Eligible Assignees or by financial market conditions to effect such increase. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent deems appropriate to evidence and the increase in and allocations of Revolver Commitments. On Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolver Loans, LC Obligationsthe Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other exposures under Loan Documents are true and correct on and as of the Revolver CommitmentsIncrease Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as applicableof such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments(B) no Default exists. The terms Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and provisions of the incremental Revolver Loans will be identical pay any additional amounts required pursuant to Section 3.05) to the terms and conditions applicable extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.14 or 10.01 to the existing Revolver Loanscontrary.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments At any time and from time to time upon notice the Company may, on the terms set forth below, increase the aggregate amount of the Revolving Credit Commitments to Agent, an amount not to exceed $450,000,000 by delivering a Commitment Amount Increase Request substantially in the form attached hereto as long as (a) the requested increase is Exhibit O or in a minimum amount equal such other form reasonably acceptable to the lesser Agent at least three (3) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Bank (or additional Revolving Credit Commitments for existing Bank(s)), the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) $5,000,000any additional Bank must be an Eligible Assignee, or (ii) the balance any increase of the aggregate amount available under clause (b), and is offered on of the same terms as existing Revolver Commitments, except for fees which Revolving Credit Commitments shall be determined the applicable Lendersin an amount not less than $25,000,000, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (ciii) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Potential Default or Event of Default shall have occurred and be continuingcontinuing at the time of the request or the effective date of the Commitment Amount Increase, and (eiv) the all representations and warranties of the Obligors contained in the Loan Documentation Section 5 hereof shall be true and correct in all material respects (other than (i) with respect to any representations at the time of such request and warranties that are made as on the effective date of an earlier such Commitment Amount Increase. The effective date which of the Commitment Amount Increase shall be true agreed upon by the Company and correct the Agent. Upon the effectiveness of any increase of the Revolving Credit Commitments the new Bank(s) (or, if applicable, existing Bank(s)) shall advance Revolving Credit Loans in all material respects as of an amount sufficient such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects that after giving effect to such qualification)its Revolving Credit Loans each Bank shall have outstanding its Commitment Percentage of Revolving Credit Loans. Agent It shall promptly notify Lenders be a condition to the effectiveness of any increase of the requested increase andRevolving Credit Commitments that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period Eurodollar Loans shall be deemed to have declined an increase. If Lenders fail to commit be prepaid on such date and the Borrowers shall pay any amounts owing to the full Banks pursuant to Section 9.4 hereof, (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to the Section 3.6 hereof at any time during the six month period ending on the effective date of any requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunderCommitment Amount Increase. The Borrowers agree to pay any reasonable out-of-pocket expenses of the Agent may allocate, in its reasonable discretionrelating to any Commitment Amount Increase. Promptly upon the effectiveness of any Commitment Amount Increase, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders Company shall execute and deliver such documents new Revolving Notes in the amount of any additional Bank’s Revolving Credit Commitment. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase any of its Revolving Credit Commitments and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligationsno Bank’s Revolving Credit Commitment shall be increased without its consent thereto, and other exposures under the Revolver Commitmentseach Bank may at its option, as applicableunconditionally and without cause, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical decline to the terms and conditions applicable to the existing Revolver Loansincrease its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may request an increase in Revolver Commitments from time to time upon notice to the Administrative Agent, as so long as (aA) no Default or Event of Default exists, (B) the requested increase is in a minimum amount equal to the lesser of $7,500,000 (iplus any increment of $2,500,000 in excess thereof) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined a closing fee specified by the applicable LendersBorrowers, and (bC) increases under this Section subclause do not exceed $150,000,000 15,000,000 in the aggregate, aggregate and no more than two (c2) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that increases are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)made. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within 10 ten (10) Business Days thereafter, each applicable Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Revolver Commitment. Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided that the conditions set forth in this Section 2.1.6 8.2 are satisfied and 6.2 are satisfieda successful syndication of the requested increase, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and Borrower the Borrowers’ Agent, but no later than 45 thirty (30) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing applicable Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures Obligations under the Revolver Commitments, as applicable, Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical . (c) Annex A to the terms and conditions applicable Credit Agreement, Definitions, is hereby amended to add the existing Revolver Loans.following definitions in proper alphabetical sequence therein:

Increase in Commitments. Borrowers may request an increase in Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,00010,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, except for fees which shall be determined by the Borrowers and the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 100,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) the requested increase does not cause the Commitments and Term Loans to exceed 90% of any applicable cap under any Subordinated Debt agreement, (e) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment, Capital Expenditure Loan Commitments or Term Loan Commitment, as applicable. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 2.1.7 and 6.2 6.3 are satisfied, total Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, shall be increased by the requested amount (or such lesser amount committed by Lenders ▇▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ ' increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments, as applicable, applicable shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Capital Expenditure Loans and Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans and Capital Expenditure Loans, as applicable. The terms and provisions of the incremental Term Loans shall be as set forth in a joinder agreement; provided that (a) the weighted average life to maturity of any incremental Term Loan shall be no shorter than the weighted average life to maturity of the existing Term Loan, (b) the final maturity date of any incremental Term Loan shall be no earlier than the Term Loan Two Maturity Date, (c) incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the existing Term Loan in any optional or mandatory prepayment hereunder, (d) the incremental Term Loans may be unsecured or secured by the Collateral on a pari passu or junior basis, (e) the effective interest rate for the Incremental Term Loans shall not be more than 0.50% per annum greater than the effective interest rate for the existing Term Loans and (f) all other terms of the incremental Term Loans, if not consistent with the terms of the existing Term Loans, must be reasonably acceptable to the Agent.

Increase in Commitments. Borrowers (a) Borrower may from time to time (but no more often than once in every 12 months) request an increase in Revolver the combined Commitments from time up to time an aggregate of $100,000,000 upon notice Requisite Notice to Administrative Agent, as long as (a) the requested increase is in . Such request shall include a minimum amount equal to the lesser of certificate signed by a Responsible Officer stating that (i) $5,000,000the representations and warranties contained in SECTION 5 are true and correct on and as of the date of such certificate, or and (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)exists. Administrative Agent shall promptly notify Lenders each Lender of the requested increase andsuch request. Each Lender shall, within 10 15 Business Days thereafterdays of such notice, each applicable Lender shall notify Administrative Agent if and to what extent such Lender commits by Requisite Notice whether (x) it agrees to increase its Revolver Commitment by an amount less than or equal to its Pro Rata Share of such requested increase, or (y) it does not agree to any increase in its Commitment. Any Lender not responding within such the above time period shall be deemed to have declined an increaseelected not to increase its Commitment. Administrative Agent shall, after receiving the notifications from all of Lenders or the expiration of such period, whichever is earlier, notify Borrower and Lenders of the results thereof. (b) If Lenders fail any Lender declines, or is deemed to commit have declined, to participate in any such increase to the full extent of its Pro Rata Share thereof (a "DECLINING LENDER"), Borrower may request, through Administrative Agent, that one or more other Lenders, in their sole discretion, provide Commitment(s) equal to such shortfall, If any shortfall remains after all existing Lenders have declined or been deemed to have declined, Borrower may then request, through Administrative Agent, that one or more Eligible Assignees, in their sole discretion, provide Commitment(s) equal to the remaining shortfall; PROVIDED, HOWEVER, that the Commitment of any Eligible Assignee shall not be less than any existing Lender's Commitment before giving effect to any increase in the Commitments contemplated hereby. No existing Lender's Commitment may be reduced without its consent to facilitate the prior proviso. Administrative Agent and Borrower shall thereafter determine the final, revised Commitment allocations and determine an effective date therefor (the "INCREASE EFFECTIVE DATE"). Administrative Agent shall promptly notify Lenders of such revised Commitment allocations and the Increase Effective Date. This section shall supercede any provisions in SECTION 10.02 to the contrary. (c) On or prior to the Increase Effective Date, Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent (with sufficient copies for each Lender): (i) corporate resolutions and incumbency certificates of Borrower and any Guarantor dated as of the Increase Effective Date approving such increase; (ii) new or amended Notes, if requested increaseby any new or affected Lender, evidencing such new or revised Commitments; (iii) with respect to any Eligible Assignees may issue additional Revolver becoming Lenders, one or more Assignments and Acceptances. Administrative Agent shall distribute an amended SCHEDULE 2.01 (which shall thereafter be incorporated into this Agreement), to reflect any new or increased Commitments and each Lender's Pro Rata Share thereof. In order to make all Lender's interests in any outstanding Loans ratable in accordance with any revised Pro Rata Shares after giving effect to any increase in the Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders andBorrower shall pay or prepay, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by on the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increaseIncrease Effective Date, all outstanding Revolver LoansLoans and pay, LC Obligations, and other exposures under to the Revolver Commitments, as extent applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.any amounts due under SECTION

Increase in Commitments. Borrowers Borrower may request an increase in Revolver Commitments from time to time upon notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 5,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lendersa closing fee specified by Borrower, (b) total increases under this Section do not exceed $150,000,000 in the aggregateand no more than five (5) increases are made, and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event increase does not cause the Commitments to exceed 90% of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) applicable cap under any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)Subordinated Debt agreement. SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees reasonably acceptable to Borrower may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Administrative Agent may allocate, in its reasonable discretionwith Borrower’s consent, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible AssigneesAssignees reasonably acceptable to Borrower. Provided that the conditions set forth in this Section 2.1.6 and 6.2 4.02 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower AgentBorrower, but no later than 45 days following Borrowers’ Borrower’s increase request. Administrative Agent, BorrowersBorrower, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Administrative Agent and (solely with respect to documents and agreements to be executed by Borrower) Borrower deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, the Revolving Loans and other exposures Exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loanscommitments.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments The Borrower may, from time to time upon notice time, on any Business Day prior to Agentthe date that is six (6) months prior to the Scheduled Termination Date, increase the aggregate amount of the Commitments by delivering a request substantially in the form attached hereto as long as Exhibit H or in such other form acceptable to the Administrative Agent (aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”). Such Commitment Amount Increase Request shall identify the requested increase is in additional Commitments from existing Lender(s), Eligible Assignees proposed as new Lenders or a minimum amount equal combination of existing Lenders and Eligible Assignees proposed as new Lenders (the “Increasing Lenders”). Any Commitment Amount Increase shall be subject to the lesser of following conditions: (i) the Commitments shall not be increased to an amount greater than $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 250,000,000390,000,000 in the aggregate, (cii) no reduction any Commitment Amount Increase shall be in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increasean amount not less than $5,000,000, (diii) no Default or Event of Default shall have occurred and be continuingcontinuing on the date of the Commitment Amount Increase Request or the effective date of the Commitment Amount Increase, and (eiv) the all representations and warranties of the Obligors contained in the Loan Documentation Section 6 hereof shall be true and correct in all material respects (other than where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (i) with respect except to any the extent such representations and warranties that are made as of relate to an earlier date date, in which shall be case they are true and correct in all material respects as of such earlier date and (ii) any such representation or warranty where not already qualified by materiality or “Material Adverse Effect” or similar language which , otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be accurate as set forth in all respects the related Commitment Amount Increase Request. Upon the effectiveness thereof, the Increasing Lenders shall advance Loans in an amount sufficient such that after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, its advance each applicable Lender shall notify Agent have outstanding its Percentage of Loans. It shall be a condition to such effectiveness that if and to what extent any Eurodollar Loans are outstanding on the date of such Lender commits to increase its Revolver Commitment. Any Lender not responding within effectiveness, such period Eurodollar Loans shall be deemed to have declined an increase. If Lenders fail to commit be prepaid on such date and the Borrower shall pay any amounts owing to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this pursuant to Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.1.11

Increase in Commitments. Borrowers may request an increase in Revolver Commitments At any time and from time to time upon prior to the date two years after the Agreement Date the Borrower shall have the right, subject to the terms and conditions of this Section 2.13., to increase the aggregate amount of the Commitments to an amount not to exceed $650,000,000. Any such increase in the aggregate amount of the Commitments must be in an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. If the Borrower elects to exercise such right, it shall give the Agent at least 15 days prior written notice of such exercise and the proposed effective date of such increase. Any such notice given by the Borrower shall be irrevocable. The Agent shall forward a copy of any such notice to Agenteach Lender promptly upon receipt. No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as long as a condition thereto) purchase from the other Lenders its Pro Rata Share (adetermined with respect to the Lenders' relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the requested increase is Agent for the account of such other Lenders, in a minimum same day funds, an amount equal to the lesser sum of (i) $5,000,000, or (iiA) the balance portion of the outstanding principal amount available of such Revolving Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under clause (b)Section 4.4. as a result of the prepayment of any such Revolving Loans; provided, however, that at the Borrower's request, any increase of the Commitments pursuant to this Section shall occur on a date or dates agreed to by the Borrower and is offered on the same terms as existing Revolver Commitments, except for fees which shall Agent in order to minimize the amounts payable to the Lenders under Section 4.4. No increase of the aggregate amount of the Commitments may be determined the applicable Lenders, (b) increases effected under this Section do not exceed $150,000,000 in the aggregate, if (cx) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no a Default or Event of Default shall have occurred and be continuing, exists on the effective date of such increase or (ey) any representation or warranty made or deemed made by the representations and warranties of the Obligors Borrower or any other Loan Party in the any Loan Documentation shall be Document to which any such Loan Party is a party is not (or would not be) true and or correct in all material respects on the effective date of such increase (other than (i) with respect except for representations or warranties which expressly relate solely to any representations and warranties that are made as of an earlier date which shall be true and correct date). In connection with any increase in all material respects as the aggregate amount of such earlier date and the Commitments pursuant to this Section, (iia) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect Lender becoming a party to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders Agreement shall execute and deliver such documents and agreements as the Agent deems may reasonably request and (b) the Borrower shall make appropriate to evidence arrangements so that each new Lender, and any existing Lender increasing the amount of its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment within 2 Business Days of the effectiveness of the applicable increase in and allocations the aggregate amount of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 10,000,000 and is offered on the same terms as existing Revolver Commitments, except for upfront, closing or other fees which shall be determined mutually agreed upon by Agent, Borrowers and the applicable LendersLenders providing such increased Commitments, (b) increases under this Section do not exceed $150,000,000 50,000,000 in the aggregateaggregate and no more than three (3) increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred exist at the time of any such increase, and be continuing, (e) the representations Borrowers shall pay all reasonable and warranties of the Obligors documented fees and expenses incurred in the Loan Documentation shall be true and correct connection with such increase in all material respects (other than (i) with respect to Commitments, including any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)breakage costs. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that the conditions set forth in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, Obligations and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may (a) The Borrower shall have the right, at any time prior to the date that is thirty (30) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments from time to time upon notice to Agent(each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as long as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (aeach, an “Additional Lender”), or a combination thereof, provided that (i) the requested increase is any such request for a Commitment Increase shall be in a minimum amount equal to of $5,000,000 (or such lesser amount as the lesser of (i) $5,000,000Administrative Agent may reasonably agree), or (ii) immediately after giving effect to any Commitment Increase, the balance of the amount available under clause (b), and is offered on the same terms as existing aggregate Revolver Commitments, except for fees which Commitments shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate200,000,000300,000,000, and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (diii) no Default or Event of Default shall have occurred and be continuingcontinuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase. No consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase. The Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender. Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, and the Administrative Agent, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. (eb) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior approval, not to be unreasonably withheld, conditioned or delayed, of the Administrative Agent and the Issuing Bank). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14. (c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) Conformed Credit Agreement - Page 71 through (iii) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) a supplement to this Agreement signed by the Administrative Agent and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Lenders or their counsel may reasonably request; (B) an instrument, duly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase; (D) a certificate of the chief financial officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Obligors Borrower and the Guarantors contained in this Agreement and the other Loan Documentation shall be Documents are true and correct in all material respects (other than (i) with respect except to the extent any representations and warranties that are such representation or warranty is expressly stated to have been made as of an earlier date a specific date, in which shall be case such representation or warranty is true and correct in all material respects as of such earlier date date), and (iiy) any such representation no Default or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects Event of Default has occurred and is continuing, both immediately before and after giving effect to such qualification). Agent shall promptly notify Lenders Commitment Increase (including any Borrowings in connection therewith and the application of the requested increase proceeds thereof); and (E) such other documents or items that the Administrative Agent, within 10 Business Days thereafterthe Lenders or their counsel may reasonably request. (ii) (ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, each the applicable Lender conditions set forth in this Agreement with respect to Acquisitions shall notify Agent if and have been satisfied. (a) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to what extent such Lender commits giving effect to increase its Revolver Commitment. Any Lender not responding within such period the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have declined made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an increase. If Lenders fail to commit aggregate principal amount equal to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, aggregate principal amount of the Initial Advances and become Lenders hereunder. of the types and for the Interest Period specified in a Notice of Borrowing delivered to the Administrative Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of Section 2.01, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Commitments. The terms and provisions ▇▇▇▇▇▇’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the incremental Revolver Loans will be identical to the terms Subsequent Borrowings and conditions applicable to the existing Revolver Loans.Conformed Credit Agreement - Page 72

Increase in Commitments. Borrowers may (a) The Borrower shall have the right, at any time and from time to time after the Closing Date by written notice to and in consultation with the Agent, to request an increase in Revolver the aggregate Commitments from time to time upon notice to Agent(each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as long as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (aeach, an “Additional Lender”), or a combination thereof; provided that (i) the requested increase is any such request for a Commitment Increase shall be in a minimum amount equal to the lesser of (i) $5,000,00025,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lendersimmediately after giving effect to any Commitment Increase, (by) increases under this Section do the aggregate Commitments shall not exceed $150,000,000 in 160,000,000 and (z) the aggregateaggregate of all Commitment Increases effected shall not exceed $50,000,000, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (diii) no Default or Event of Default shall have occurred and be continuingcontinuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (eiv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the financial covenants contained in Article VII, and (v) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Agent ten (10) Business Days before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if it provides written notice of its election to participate within ten (10) Business Days of the Agent’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Agent or Wachovia, as Arranger, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. Nothing contained in this Section 2.20 shall be construed to obligate the Borrower to pay any fee for a Commitment Increase to an Increasing Lender, an Additional Lender, the Agent or Wachovia, as Arranger. (b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior consultation with the Agent). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Agent and the Borrower may reasonably require including without limitation the documentation for the amendment referred to in Section 2.20(d)(i)(A), all in form and substance reasonably satisfactory to the Agent and the Borrower, to evidence the Commitment adjustments referred to in Section 2.20(e). (c) If the aggregate Commitments are increased in accordance with this Section 2.20, the Borrower (in consultation with the Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.20 to the contrary, the Borrower shall not incur any Revolving Loans pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.20(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Agent: (A) an amendment to this Agreement signed by each Lender, including without limitation Increasing Lenders (if any) and Additional Lenders (if any), setting forth the reallocation of Commitments referred to in Section 2.20(e), together with all other documentation required by the Agent pursuant to Section 2.20(b); (B) an instrument, duly executed by the Borrower and each other Subsidiary Guarantor, if any, acknowledging and reaffirming its obligations under the Subsidiary Guaranty, and the other Credit Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Obligors Borrower and the Subsidiary Guarantors contained in this Agreement and the Loan Documentation shall be other Credit Documents are true and correct in all material respects (other than (i) with respect except to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) the extent any such representation or warranty qualified by materiality is expressly stated to have been made as of a specific date, in which case such representation or “Material Adverse Effect” or similar language which shall be accurate in all respects warranty is true and correct as of such date), (y) immediately after giving effect to such qualificationCommitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof). , the Borrower is in compliance with the financial covenants contained in Article VII, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof); and (E) an opinion or opinions of counsel for the Borrower and the Subsidiary Guarantors, addressed to the Agent and the Lenders, together with such other documents, instruments and certificates as the Agent shall promptly notify Lenders have reasonably requested; (ii) In the case of any Borrowing of Revolving Loans in connection with such Commitment Increase for the purpose of funding a Permitted Acquisition, the applicable conditions set forth in this Agreement with respect to Permitted Acquisitions shall have been satisfied. (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the requested increase andRevolving Loans (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, within 10 Business Days thereafter(ii) immediately after the effectiveness of the Commitment Increase, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period the Borrower shall be deemed to have declined made new Borrowings of Revolving Loans (the “Subsequent Borrowings”) in an increase. If Lenders fail to commit aggregate principal amount equal to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, aggregate principal amount of the Initial Loans and become Lenders hereunder. of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares Section 2.2(b), (iii) each Lender shall pay to the Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Agent receives the funds specified in clause (iii) above, the Agent shall pay to each Lender the portion of such Commitmentsfunds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto, and (vii) Schedule 1.1 shall be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The terms and deemed payments made pursuant to clause (i) above in respect of each LIBOR Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the incremental Revolver Loans will be identical to Commitment Increase Date occurs other than on the terms and conditions applicable to last day of the existing Revolver LoansInterest Period relating thereto.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal At any time prior to the lesser Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or Canadian Commitments or add one or more new term loan facilities hereunder (each such increase or new term loan facility being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment and/or its US Commitment or provide a new term loan commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that: (i) each such Commitment Increase shall be equal to at least $5,000,000, or ; (ii) the balance aggregate amount of all such Commitment Increases shall not exceed $50,000,000; (iii) the aggregate amount available of all such Commitment Increases in the form of one or more term loan facilities shall not exceed $25,000,000; (iv) no Default shall exist immediately prior to and after giving effect to any such Commitment Increase; (v) with respect to any Commitment Increase in the form of one or more term loan facilities, after giving pro forma effect to any such new additional term loans under clause a new term loan facility (band any Advances hereunder made on the effective date of such term loan facilities), the Leverage Ratio shall be no greater than 2.00 to 1.00; (vi) no Lender shall be required or otherwise obligated to provide any Commitment Increase or any portion thereof; (vii) the scheduled maturity date of any new term loan facility shall be no earlier than the Maturity Date and is offered on no other scheduled amortization prepayments shall be required thereunder other than those that apply to the existing Facilities; and (viii) each such Commitment Increase shall have the same terms as the existing Revolver CommitmentsFacilities other than (A) original issue discounts, except for fees which shall be determined if any, upfront fees, and customary arrangement, structuring, or underwriting fees, if any, payable to one or more arrangers (or their affiliates) of any such Commitment Increase and (B) operational and structural terms reasonably acceptable to the Borrowers, such Increasing Lenders and the applicable Administrative Agent as may be necessary to implement such Commitment Increases in the form of a new term loan facility. The US Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the US Administrative Agent and the Lenders, . This Section 2.17 shall not be construed to create any obligation on the US Administrative Agent or any of the Lenders to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) increases under The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the US Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the US Administrative Agent signed by the Borrowers, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Section do not exceed $150,000,000 Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, if any of the terms of such Commitment Increase differs from the Canadian Facility or the US Facility, as applicable, (B) an amendment to this Agreement signed by the Borrowers, the Administrative Agents and such Increasing Lenders and Additional Lenders, as applicable, to amend the necessary provisions of this Article 2 to account for the terms of such Commitment Increase, and (C) such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase and such customary legal opinions as the US Administrative Agent may reasonably request, (ii) in the aggregatecase of any Commitment Increase in respect of the US Commitments, the funding by each Increasing Lender and Additional Lender of the US Advances to be made by each such Lender to effect the reallocations required in clause (c) below, (iii) in the case of any Commitment Increase in respect of the Canadian Commitments, the funding by each Increasing Lender and Additional Lender of the Canadian Advances to be made on the Increase Date, if any, in the amount of such Lender’s increased Canadian Commitment, (iv) receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower certifying that (A) both before and after giving effect to such Commitment Increase, no reduction in Commitments pursuant to Section 2.1.4 Default has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be is continuing, (eB) the all representations and warranties of made by the Obligors Borrowers in the Loan Documentation shall be this Agreement are true and correct in all material respects (other than (i) with respect except that such materiality qualifier shall not be applicable to any representations and warranties that already are made as of qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which shall be remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (iiC) the Parent is in pro forma compliance with the covenants in Section 6.16, after giving pro forma effect to the making of any Advances in connection with the relevant increase in the US Commitment or Canadian Commitment, or any such representation new additional term loans under a new term loan facility, and (v) receipt by the Increasing Lender or warranty qualified by materiality or “Material Adverse Effect” or similar language Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the applicable Borrower. (c) On any Increased Date on which there is a Commitment Increase in the Canadian Commitments pursuant to Section 2.17, (i) each of the Canadian Facility Lenders shall assign to each of the Increasing Lenders with regard to such Commitment Increase, and each of such Increasing Lender shall purchase from each of the Canadian Facility Lenders, at the principal amount thereof, such interests in the Canadian Advances outstanding on such Increased Date as shall be accurate necessary in all respects order that, after giving effect to all such qualification). Agent shall promptly notify assignments and purchases, such Canadian Advances will be held by existing Canadian Facility Lenders and the Increasing Lenders ratably in accordance with their Canadian Commitments after giving effect to the addition of such Commitment Increase in the requested increase andCanadian Commitments, within 10 Business Days thereafter, (ii) each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period Commitment Increase in the Canadian Commitments shall be deemed to have declined an increase. If Lenders fail to commit for all purposes a Canadian Commitment and each Canadian Advance made thereunder shall be deemed, for all purposes, a Canadian Advance and (iii) each Increasing Lender shall become a Canadian Facility Lender with respect to the full requested increaseCommitment Increase and all matters relating thereto. The Canadian Administrative Agent and the Canadian Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, Eligible Assignees may issue additional Revolver from and after the date of such Commitment Increase, all calculations and payments of interest on the Canadian Advances shall take into account the actual Canadian Commitment of each Canadian Facility Lender and the principal amount outstanding of each Canadian Advance made by such Lender during the relevant period of time. (d) On any Increase Date on which there is a Commitment Increase in the US Commitments pursuant to Section 2.17, (i) each of the US Facility Lenders shall assign to each of the Increasing Lenders with regard to such Commitment Increase, and each of such Increasing Lender shall purchase from each of the US Facility Lenders, at the principal amount thereof, such interests in the US Advances outstanding on such Increased Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Advances will be held by existing US Facility Lenders and the Increasing Lenders ratably in accordance with their US Commitments after giving effect to the addition of such Commitment Increase in the US Commitments, and become Lenders hereunder. Agent may allocate, (ii) each Commitment Increase in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver US Commitments shall be increased by deemed for all purposes a US Commitment and each US Advance made thereunder shall be deemed, for all purposes, a US Advance and (iii) each Increasing Lender shall become a US Facility Lender with respect to the requested amount (or such lesser amount committed by Lenders Commitment Increase and Eligible Assignees) on a date agreed upon by all matters relating thereto. The US Administrative Agent and Borrower Agentthe US Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, but no later than 45 days following Borrowers’ increase request. Agentfrom and after the date of such Commitment Increase, Borrowers, all calculations and new payments of interest on the US Advances shall take into account the actual US Commitment of each US Facility Lender and existing applicable Lenders shall execute and deliver the principal amount outstanding of each US Advance made by such documents and agreements as Agent deems appropriate to evidence Lender during the relevant period of time. (e) On such Increase Date if such Commitment Increase involves an increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver aggregate US Commitments, each US Facility Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall automatically be deemed to equal such Lender’s US Pro Rata Share of such Letter of Credit Obligations and participations in respect of Swing Line Advances (such US Pro Rata Share for such Lender to be determined as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, of the Increase Date in accordance with Lenders’ adjusted shares of its US Commitment on such Commitments. The terms and provisions date as a percentage of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loansaggregate US Commitments on such date) without further action by any party.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments Prior to the Maturity Date and upon at least 45 days’ prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the revocable right, from time to time upon notice during the term of this Agreement and subject to Agentthe terms and conditions set forth below, as long as to increase the aggregate amount of the Aggregate Commitments; provided that (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred exist at the time of the request or the proposed increase in the Aggregate Commitments, (b) any such increase must be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 above such amount, (c) the sum of any increases to the Commitment during the term of this Agreement shall not exceed FIVE HUNDRED MILLION DOLLARS ($500,000,000), (d) no individual Lender’s Commitment may be continuingincreased without such Lender’s written consent, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements Note(s) as Agent deems appropriate are necessary to evidence reflect the increase in the respective Commitments, (f) Schedule 1.1 shall be amended to reflect the revised Commitments and allocations revised Applicable Percentages of Revolver Commitments. On the effective date Lenders and (g) if any Loans are outstanding at the time of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under increase in the Revolver Aggregate Commitments, as applicable, the Borrower will prepay (provided that any such prepayment shall not be subject to any minimum amount of prepayment or any requirements regarding pro rata repayments but shall be reallocated among Lenders, and settled by Agent if necessary, subject to Section 3.5) one or more existing Loans in accordance with Lenders’ adjusted shares of an amount necessary such Commitments. The terms and provisions that after giving effect to the increase in the Aggregate Commitments each Lender will hold its pro rata share (based on its share of the incremental Revolver Loans will revised Aggregate Commitments) of outstanding Loans. Any such increase in the Aggregate Commitments shall apply, at the option of the Borrower, to (x) the Commitment of one or more existing Lenders; provided that any Lender whose Commitment is being increased must consent in writing thereto and if more than one Lender wishes to participate then such increase shall be identical allocated pro rata among such Lenders (based on the amount that each such Lender was willing to increase its Commitment) and/or (y) a new Commitment for one or more institutions that is not an existing Lender so long as such institution (A) conforms to the terms definition of Eligible Assignee, (B) is approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed), (C) receives a Commitment of at least $5,000,000 and conditions applicable (D) becomes a Lender under this Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Agreement in a manner acceptable to the existing Revolver LoansBorrower and the Administrative Agent. This Section shall supersede any provisions in Section 2.13 or 10.6 to the contrary.

Increase in Commitments. Borrowers may (a) Increase in Revolving Credit Facility. (i) Provided no Event of Default has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Administrative Borrower may, from time to time over the term of this Agreement, request an increase in Revolver Commitments from time the Revolving Credit Facility by an aggregate amount (for all such requests) not to time upon notice to Agentexceed the Incremental Amount (any such increase in the Revolving Credit Facility, as long as an “Incremental Revolving Credit Commitment”); provided that (ai) the requested any such request for an increase is shall be in a minimum amount equal to the lesser of (i) $5,000,00050,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which in no event shall be accurate the aggregate amount of increases in all respects after giving effect to such qualification). Agent shall promptly notify Lenders respect of the Revolving Credit Facility effected under this Section 2.16(a), plus the aggregate amount of increases in respect of the Term Facility effected under Section 2.16(b) exceed the Incremental Amount. At the time of sending such notice, the Administrative Borrower (in consultation with the Administrative Agent) shall specify in such notice the time period within which each Lender is requested increase and, within 10 Business Days thereafter, each applicable to respond. (ii) Each Revolving Credit Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Revolver CommitmentRevolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Revolving Credit Percentage of such requested increase. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. (iii) The Administrative Agent shall notify the Administrative Borrower and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder. To the extent existing Revolving Credit Lenders do not agree to provide the entire amount of such requested increase on the terms requested, the Administrative Borrower may also invite additional Eligible Assignees to provide such Revolving Credit Commitments, provided that any such Eligible Assignees who agree to do so (together with any existing Revolving Credit Lender participating in any such increase, each, an increase. If Lenders fail to commit “Increasing Revolving Credit Lender”) enters into a joinder agreement in form and substance reasonably satisfactory to the full Administrative Agent and subject to the approval of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender (to the extent the same would be required for an assignment under Section 11.06). Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Credit Lender to increase its Revolving Credit Commitment hereunder. (iv) The Administrative Agent and the Administrative Borrower shall determine (in their sole discretion) (A) the final allocation of such increase (which allocation may be made to specific Lenders, and not others (despite the willingness of such other Lenders to provide any requested increase, Eligible Assignees may issue additional Revolver Commitments, )) among Increasing Revolving Credit Lenders and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments Schedule 2.01 attached hereto shall be increased by automatically updated to reflect the requested amount same and (or such lesser amount committed by Lenders and Eligible AssigneesB) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date (the “Revolving Facility Increase Effective Date”) of an any such increase, all outstanding Revolver Loans, LC Obligations, . The Administrative Agent shall promptly notify the Administrative Borrower and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares Revolving Credit Lenders of the final allocation of such Commitments. The terms increase and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver LoansRevolving Facility Increase Effective Date.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,00010,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, except for fees which shall be determined by the Borrowers and the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 100,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) the requested increase does not cause the Commitments and Term Loans to exceed 90% of any applicable cap under any Subordinated Debt agreement, (e) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment, Capital Expenditure Loan Commitments or Term Loan Commitment, as applicable. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 2.1.7 and 6.2 6.3 are satisfied, total Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments, as applicable, applicable shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Capital Expenditure Loans and Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans and Capital Expenditure Loans, as applicable. The terms and provisions of the incremental Term Loans shall be as set forth in a joinder agreement; provided that (a) the weighted average life to maturity of any incremental Term Loan shall be no shorter than the weighted average life to maturity of the existing Term Loan, (b) the final maturity date of any incremental Term Loan shall be no earlier than the Term Loan Two Maturity Date, (c) incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the existing Term Loan in any optional or mandatory prepayment hereunder, (d) the incremental Term Loans may be unsecured or secured by the Collateral on a pari passu or junior basis, (e) the effective interest rate for the Incremental Term Loans shall not be more than 0.50% per annum greater than the effective interest rate for the existing Term Loans and (f) all other terms of the incremental Term Loans, if not consistent with the terms of the existing Term Loans, must be reasonably acceptable to the Agent.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.10 and with the approval of Administrative Agent, Borrowers shall have occurred the option, at any time and be continuingfrom time to time, (e) before the representations and warranties Maturity Date to request the increase of the Obligors Total Real Estate Revolving Loan Commitment or the increase of the Total A/R Revolving Loan Commitment (each, a “Commitment Increase”), in an aggregate amount not to exceed $140,000,000.00 (such that the Loan Documentation Total Commitment shall not exceed $500,000,000.00), by giving written notice to Administrative Agent (each, an “Increase Notice”), each of which shall specify the date (each, an “Increase Effective Date”) on which Borrowers propose that the applicable Commitment Increase shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date effective, which shall be true a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent, and correct in all material respects as of such earlier date and (ii) the Commitment to be increased; provided that any such representation individual increase of the Real Estate Revolving Loan Commitment or warranty qualified the A/R Revolving Loan Commitment must be in a minimum amount of $5,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by materiality Administrative Agent in its sole discretion. Upon receipt of any Increase Notice, Administrative Agent shall consult with KeyBanc and shall notify Parent of the amount of the facility fees to be paid to any Real Estate Revolving Loan Lenders or “Material Adverse Effect” A/R Revolving Loan Lenders, as the case may be, who provide a portion of the Commitment Increase pursuant to such Increase Notice in connection with such increase in the Total Real Estate Revolving Loan Commitment or similar language Total A/R Revolving Loan Commitment, as the case may be (which shall be accurate in addition to the fees to be paid to Administrative Agent and KeyBanc pursuant to the Administrative Agent Fee Letter). If Borrowers agree to pay the facility fees so determined, Administrative Agent shall send a notice to all respects after giving effect Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be (each, a “Commitment Increase Request Notice”), informing them of Borrowers’ request to increase the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, and of the facility fees to be paid with respect thereto. Each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, who desires to provide a portion of the Commitment Increase upon such terms shall provide Administrative Agent with a written commitment letter specifying the portion of the Commitment Increase which it is willing to provide prior to such qualification)deadline as may be specified in the Commitment Increase Request Notice. Agent shall promptly notify Lenders of If the requested increase andis oversubscribed, within 10 Business Days thereafterAdministrative Agent and KeyBanc shall allocate the Commitment Increase among the Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who provide such commitment letters on such basis as Administrative Agent and KeyBanc shall determine in their sole discretion. If the increases to the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, so provided are not sufficient to provide the full amount of the Commitment Increase requested by Borrowers, then Administrative Agent, KeyBanc or Borrowers may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Administrative Agent, KeyBanc and Parent) to become a Real Estate Revolving Loan Lender or an A/R Revolving Loan Lenders, as the case may be, and provide a portion of the Commitment Increase. Administrative Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Commitment Increase to be provided by each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, and the revised Real Estate Revolving Loan Commitment Percentages or A/R Revolving Loan Commitment Percentages, as the case may be, which shall be applicable after the Increase Effective Date. In no event shall any Lender shall notify Agent if and to what extent such Lender commits be obligated to increase its Revolver Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. the case may be. (b) The terms and provisions of the incremental Revolver Real Estate Revolving Loans will or A/R Revolving Loans, as the case may be, made pursuant to the Commitment Increases shall be as follows: (i) terms and provisions of Loans made pursuant to the Commitment Increases shall be identical to the terms and conditions applicable existing Real Estate Revolving Loans or A/R Revolving Loans, as the case may be (except as otherwise set forth in Section 2.10(a) with respect to the existing Revolver facility fees paid in connection therewith), it being understood that the Loans made pursuant to the Commitment Increases will be, for all intents and purposes, Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, and all references in the Loan Documents to Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to the Commitment Increases that are Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, made pursuant to this Agreement; and (ii) the maturity date of Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, shall be the Maturity Date. (c) Upon each Increase Effective Date of each increase in the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, pursuant to this Section 2.10, (i) the applicable Commitment Increase shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrowers, Guarantors, Administrative Agent and each Lender making a portion of such Commitment Increase, in form and substance reasonably satisfactory to each of them, and the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent, to effect the provisions of this Section 2.10, (ii) Administrative Agent may unilaterally revise Schedule 1.1(a) to reflect the name and address, Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be, and Real Estate Revolving Loan Commitment Percentage or A/R Revolving Loan Commitment Percentage, as the case may be, of each Lender following such increase and (iii) Borrowers shall execute and deliver to Administrative Agent a new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, for each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, whose Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be, has changed so that the principal amount of such Real Estate Revolving Loan Lender’s or A/R Revolving Loan Lender’s, as the case may be, Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall equal its Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be. Administrative Agent shall deliver such replacement Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, to the respective Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, in exchange for the Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, replaced thereby which shall be surrendered by such Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be. Each such new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall provide that it is a replacement for the applicable surrendered Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, and that it does not constitute a novation, shall be dated as of the applicable Increase Effective Date and shall otherwise be in substantially the form of the replaced Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be. Concurrently with the issuance of any new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, pursuant to this Section 2.10(c), Borrowers shall deliver an opinion of counsel, addressed to the Lenders and Administrative Agent, relating to the due authorization, execution and delivery of such new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall be canceled and returned to Borrowers. (d) Notwithstanding anything to the contrary contained herein, Borrowers may not request any Commitment Increase unless the following conditions precedent are satisfied prior to the effectiveness of thereof, which conditions cannot be waived without the consent of all of the Lenders:

Increase in Commitments. Borrowers may request an increase in Revolver Commitments (a) The Borrower and the Administrative Agent may, at any time and from time to time upon notice prior to Agentthe 60th day following the Effective Date, as long as by a written instrument executed by the Borrower, the Administrative Agent and one or more financial institutions that may but need not already be Lenders under this Agreement (each such financial institution referred to in this paragraph (a) being called an "Augmenting Lender"), cause Augmenting Lenders to extend Commitments or to increase their existing Commitments in amounts set forth in such instrument and, in the requested increase is in a minimum case of Augmenting Lenders that are not already Lenders, to become Lenders under this Agreement; provided, however, that the aggregate amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available Commitments after giving effect to any Commitment or Commitment increase under clause (b), this paragraph shall in no event exceed $1,000,000,000. No Lender shall have any obligation hereunder to become an Augmenting Lender and is offered on the same terms as existing Revolver Commitments, except for fees which any election to do so shall be determined in the applicable Lenders, (b) sole discretion of each Lender. New Commitments and Commitment increases under this Section do not exceed $150,000,000 shall become effective on the date or dates specified in the aggregate, (c) no reduction in Commitments instruments executed pursuant to Section 2.1.4 has occurred prior to this Section. Upon the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties effectiveness of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than Commitment or Commitment increase of any Augmenting Lender, (i) with respect to any representations and warranties that are made as of an earlier date which such Augmenting Lender, if not already a Lender, shall be true deemed to be a party to this Agreement and correct in shall be entitled to all material respects as rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of such earlier date a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment or Commitment increase of such Augmenting Lender. (b) The Borrower may at any such representation or warranty qualified time and from time to time, by materiality or “Material Adverse Effect” or similar language written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not earlier than the 60th day following the Effective Date and not later than the third anniversary of the Effective Date, request that the total Commitments be accurate in all respects after giving effect to such qualification)increased by an amount not greater than $200,000,000. Agent Such notice shall promptly notify Lenders set forth the amount of the requested increase andin the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 45 days or more than 60 days after the date of such notice), within 10 Business Days thereafter, and shall offer each applicable Lender shall notify Agent if and to what extent such Lender commits the opportunity to increase its Revolver CommitmentCommitment by its Participation Percentage of the proposed increased amount. Any Each Lender shall, by notice to the Borrower and the Administrative Agent given not responding more than 20 days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being called an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 20 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being called a "Non-Increasing Lender"). No Lender shall have any obligation hereunder to become an increaseIncreasing Lender and any election to do so shall be in the sole discretion of each Lender. If Lenders fail to commit In the event that, on the 20th day after the Borrower shall have delivered a notice pursuant to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretionfirst sentence of this paragraph, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate have agreed pursuant to evidence the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more Lenders or other financial institutions (any such Lender or other financial institution referred to in this paragraph (b) being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and allocations each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this paragraph (b) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of Revolver Commitments. this paragraph. (c) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under paragraph (a) or (b) above unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the President, a Vice-President or a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received documents consistent with those delivered under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (d) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to paragraph (a) or (b) above (the "Commitment Increase"), (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an increase, all outstanding Revolver amount equal to the difference between (A) the product of (1) such Lender's Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Participation Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, LC Obligations(iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Participation Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and other exposures under (B) the Revolver Commitmentsproduct of (1) such Non-Increasing Lender's Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, as applicable(v) after the effectiveness of the Commitment Increase, the Borrower shall be reallocated among Lenders, deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and settled by of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Participation Percentage of such Commitmentseach Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The terms and deemed payments made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.14 if the incremental Revolver Loans will be identical to Increase Effective Date occurs other than on the terms and conditions applicable to last day of the existing Revolver LoansInterest Period relating thereto.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) Prior to the Revolving Termination Date, Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy of each to the Lenders), request that the Commitment be increased by an amount not less than $10,000,000 for any such increase; provided (i) that such request for increase may be given only once during the term hereof and (ii) that after giving effect to any such increase the sum of the Commitment and the commitments under the Multi- Year Revolving Agreement shall not exceed $200,000,000 minus any amount by which the Commitment and the commitments under the Multi-Year Revolving Agreement shall have been reduced pursuant to SECTION 2.2 and SECTION 2.3 of the Multi-Year Revolving Agreement. Such notice shall set forth the amount of the requested increase in the Commitment and the date on which such increase is requested to become effective (which shall be not less than 45 days or more than 60 days after the date of such notice), and at Borrower's option, may offer to one or more existing Lenders and/or other banks or financial institutions (any such Lender or other bank or other financial institution referred to in a minimum this clause (a) being called an "AUGMENTING LENDER") the opportunity to extend credit hereunder or increase their existing Committed Sums in an aggregate amount equal to the lesser proposed increase; provided that no Lender shall be obligated to agree to increase its Committed Sum; and provided further that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment Percentage and status as a Lender hereunder. Any increase in the Commitment may be made in an amount which is less than the increase requested by Borrower if Borrower is unable to arrange for Augmenting Lenders with sufficient Committed Sums. (b) On the effective date (the "INCREASE EFFECTIVE DATE") of any increase in the Commitment pursuant to this SECTION 2.3 (the "COMMITMENT INCREASE"), (i) $5,000,000the aggregate principal amount of the Borrowings outstanding (the "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Commitment Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender whose Committed Sum is not being increased (a "NON-INCREASING LENDER") the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Commitment Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing NBPLP CREDIT AGREEMENT Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with SECTION 2.4, (vi) each Non-Increasing Lender and each Augmenting Lender shall be deemed to hold its Commitment Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Augmenting Lender that shall have been a Lender prior to the Commitment Increase and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by Borrower pursuant to the provisions of SECTION 4.5 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Commitments created pursuant to this SECTION 2.3 shall become effective on the date specified in the notice delivered by Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section unless, (i) on the date of such increase, the conditions set forth in SECTIONS 7.1 and 7.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer, and (ii) the balance Administrative Agent shall have received (with sufficient copies for each of the amount available under clause (b), and is offered Lenders) documents consistent with those delivered on the same terms Effective Date under SECTIONS 7.1 and 7.2 as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event partnership power and authority of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect Borrower to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects borrow hereunder after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,00010,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, except for fees which shall be determined by the Borrowers and the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 100,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) the requested increase does not cause the Commitments and Term Loans to exceed 90% of any applicable cap under any Subordinated Debt agreement, (e) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment, Capital Expenditure Loan Commitments or Term Loan Commitment, as applicable. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 2.1.7 and 6.2 6.3 are satisfied, total Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments, as applicable, applicable shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Capital Expenditure Loans and Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans and Capital Expenditure Loans, as applicable. The terms and provisions of the incremental Term Loans shall be as set forth in a joinder agreement; provided that (a) the weighted average life to maturity of any incremental Term Loan shall be no shorter than the weighted average life to maturity of the existing Term Loan, (b) the final maturity date of any incremental Term Loan shall be no earlier than the Term Loan Two Maturity Date, (c) incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the existing Term Loan in any optional or mandatory prepayment hereunder, (d) the incremental Term Loans may be unsecured or secured by the Collateral on a pari passu or junior basis, (e) the effective interest rate for the Incremental Term Loans shall not be more than 0.50% per annum greater than the effective interest rate for the existing Term Loans and (f) all other terms of the incremental Term Loans, if not consistent with the terms of the existing Term Loans, must be reasonably acceptable to the Agent.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 10 Business Days’ notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 5,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lendersa closing fee specified by Borrowers, (b) total increases under this Section do not exceed $150,000,000 75,000,000 and no more than five increases are made; provided that the Commitment Increase (as defined in the aggregateFirst Amendment) shall be disregarded for purposes of the limits set forth in this clause (b), and (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, increase does not cause the Commitments to exceed 90% of any applicable cap under any intercreditor or subordination agreement (d) no Default or Event of Default shall have occurred and be continuing, (e) including the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualificationIntercreditor Agreement). Agent shall promptly notify Lenders of the requested increase and, within 10 five Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any No Lender is obligated to provide any increase, and any Lender not responding within such period shall be deemed to have declined an increase. If Lenders ▇▇▇▇▇▇▇ fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Agent may allocate, in its reasonable discretionconsultation with Borrowers, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders ▇▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase requestprovided (i) the conditions set forth in Section 6.2 are satisfied at such time and (ii) flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, BorrowersObligors, and the new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of Revolver CommitmentsCommitments and Obligors shall pay any reasonable and documented out-of-pocket fees and expenses incurred in connection therewith. On the effective date of an increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to AgentAdministrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder that are reasonably satisfactory to Administrative Agent (not to be unreasonably withheld, delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), 10,000,000 and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lendersa closing fee specified by Borrowers, (b) increases under this Section do not exceed $150,000,000 75,000,000 in the aggregateaggregate and no more than three (3) increases are made, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, and (d) no Default or Event the requested increase does not cause the Commitments to exceed 90% of Default shall have occurred and be continuing, (e) any applicable cap under the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification)Secured Notes Indenture. Administrative Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Commitments and become Lenders hereunder. Administrative Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that the conditions set forth in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding the Revolver Loans, LC Obligations, Usage and other exposures under the Revolver Commitments, as applicable, Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from (1) From time to time upon notice on or after the Effective Date, the Borrowers shall have the right to Agent, as long as (ai) increase the requested increase is in a minimum aggregate Commitments under the Revolving Facilities by an additional amount equal to Cdn.$17,500,000 or the lesser Equivalent Amount in US$ (the “Increased Amount”) by securing increased Commitments from one or more Lender Groups already party to this Agreement or by the addition of (i) $5,000,000, one or more Lender Groups under this Agreement; or (ii) increase the balance LC Facility Amount by the Increased Amount by securing increased Commitments from the LC Lender or by the addition of one or more LC Lenders under this Agreement. For greater certainty, a Lender Group or LC Lender shall not have any obligation to increase its Commitment and may elect to increase its Commitment at the amount available Lender Group’s or the LC Lender’s sole discretion. Any such increase in the aggregate Commitments under clause the Credit Facilities (b), or any one of them) shall be subject to the following conditions: (a) a Borrower shall deliver to the Agent an officer’s certificate certifying that no Event of Default or Pending Event of Default has occurred and is offered on continuing or will occur by the same terms as existing Revolver Commitments, except for fees which shall be determined Borrowers increasing the applicable Lenders, aggregate Commitments under the Credit Facilities; (b) increases under the Agent, acting reasonably, shall have consented to the identity of any Lender Group or LC Lender who is not already a party to this Section do not exceed $150,000,000 in the aggregate, Agreement; (c) no reduction in Commitments pursuant the Borrowers shall cause to Section 2.1.4 has occurred prior be delivered to the requested increaseAgent an instrument in writing from each Lender Group or LC Lender which is agreeing to such increased Commitments, either confirming their increased Commitments, in the case of each Lender Group or LC Lender which is already a Lender Group or LC Lender hereunder, or agreeing to be bound by the terms of this Agreement as Lenders, in the case of each Lender Group or LC Lender which is not at the time a Lender Group or LC Lender hereunder; and (d) no Default or Event subject to Section 2.10(3), each Lender Group’s Proportionate Share of Default Commitments under the Revolving Facilities shall have occurred and be continuing, (e) the representations and warranties same in each of the Obligors Canadian Revolving Facility and the US Revolving Facility following such increase in the Loan Documentation shall be true and correct in all material respects aggregate Commitments. (other than (i2) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders Upon its confirmation of the requested increase andsatisfaction of the foregoing conditions, within 10 Business Days thereafterthe Agent will forthwith prepare and deliver to the Borrowers, each applicable Lender shall notify Group and LC Lender a new Schedule A, setting forth the new Maximum Facility Amount and the Commitments of the Lenders under the Credit Facilities, as so increased. Such new Schedule A, and the revised Commitments of the Lenders set forth therein, will become effective the next Business Day following delivery by the Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit thereof to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Borrowers and become Lenders hereunderthe Lenders. Agent may allocate, in its reasonable discretionOn such date, the increased Revolver Commitments among committing Borrowers shall obtain Advances from the Lenders andin such amounts and in such proportions as are necessary to ensure that following such Advances, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions Proportionate Share of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.Advances made by each Lender Group or LC Lender equals its Proportionate Share on such new Schedule A.

Increase in Commitments. The Borrowers may request shall have the right at any time prior to the Commitment Termination Date (but not more frequently than once per calendar year) to increase the aggregate Commitments hereunder by an aggregate amount as to all such increases not exceeding $100,000,000. Each Lender that is a party to this Agreement at the time the Borrowers provide the Agent with a notice that it wishes to increase the Commitments pursuant to this Section 2.15 (each such Lender, an "Increasing Commitment Lender") shall have the right, but not the obligation, to increase its Commitment pursuant to this Section 2.15, the allocation of such Commitment increase among all Increasing Commitment Lenders to be pro rata in accordance with the aggregate amount of the proposed Commitment increases of such Lenders. If the Borrowers desire to increase the aggregate amount of the Commitments by an amount that exceeds the amount that the Increasing Commitment Lenders, if any, agree to increase their Commitments by (the "Increased Commitment Deficit Amount"), the Borrowers shall have the right to additionally increase the Commitments by an amount up to the Increased Commitment Deficit Amount by adding to this Agreement one or more other lenders, (each such lender an "Additional Lender") with the approval of the Agent (which approval shall not be unreasonably withheld), each of which Additional Lenders shall have entered into an agreement in form and substance satisfactory to the Borrowers and the Agent pursuant to which such Additional Lender shall undertake a Commitment, which Commitment shall be in an amount at least equal to twenty-five million dollars ($25,000,000), or the Increased Commitment Deficit Amount, if less, or a larger multiple of one million dollars ($1,000,000), and upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Commitment Date") such Additional Lender shall thereupon become a "Lender" for all purposes of this Agreement. Notwithstanding the foregoing, no increase in Revolver the aggregate Commitments from time hereunder pursuant to time upon notice to Agent, as long as this Section 2.15 shall be effective unless: (a) the requested Borrowers shall have given the Agent notice of any such increase is in a minimum amount equal at least three Business Days prior to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause any such Increased Commitment Date; (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Acceleration Event of Default shall have occurred and be continuing, (e) the representations and warranties continuing as of the Obligors date of the notice referred to in the Loan Documentation shall be true and correct in all material respects foregoing Section 2.15(a) or on the Increased Commitment Date; (other than (ic) with respect to any representations and warranties that are made both as of an earlier date which shall be true the Increased Commitment Date and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualification). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in the Commitments to occur on such Date, the Guarantor's ▇▇▇▇▇'▇ Rating and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, S&P Rating shall be reallocated among Lendersat least equal to "A3" and "A-", respectively; and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions (d) there shall have been no reduction of the incremental Revolver Loans will be identical Commitments pursuant to the terms and conditions applicable Section 2.05(a) on or prior to the existing Revolver Loansany such Increased Commitment Date.

Increase in Commitments. Borrowers may The Borrower shall have the right, exercisable two (2) times, to request an increases in the aggregate amount of the Commitments within twenty four months following the Agreement Date by providing written notice to the Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $200,000,000. Each such increase in Revolver the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $500,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. No Lender shall be obligated in any way whatsoever to increase its Commitment. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from time the other Lenders its Pro Rata Share (determined with respect to time upon notice the Lenders’ relative Commitments and after giving effect to Agentthe increase of Commitments) of any outstanding Loans, as long as (a) by making available to the requested increase is Agent for the account of such other Lenders, in a minimum same day funds, an amount equal to the lesser sum of (i) $5,000,000, or (iiA) the balance portion of the outstanding principal amount available of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under clause (b), and is offered on Section 5.4. as a result of the same terms as existing Revolver Commitments, except for fees which shall prepayment of any such Loans. No increase of the Commitments may be determined the applicable Lenders, (b) increases effected under this Section do not exceed $150,000,000 in the aggregate, if either (cx) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no a Default or Event of Default shall have occurred and be continuing, in existence on the effective date of such increase or (ey) any Continuing Representation is not true or correct on the representations and warranties effective date of the Obligors in the Loan Documentation shall such increase (or would not be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualificationincrease). Agent shall promptly notify Lenders If the Borrower requests an increase in the Commitments but it is not effected because the conditions to such increase are not satisfied, the request will not count against the Borrower’s two-time limit on such requests. In connection with any increase in the aggregate amount of the requested increase and, within 10 Business Days thereafter, each applicable Lender shall notify Agent if and Commitments pursuant to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assigneesa) on any Lender becoming a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders party hereto shall execute and deliver such documents and agreements as the Agent deems may reasonably request and (b) the Borrower shall make appropriate to evidence arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in and allocations the aggregate amount of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.

Increase in Commitments. (a) Notwithstanding anything to the contrary contained in this Agreement and provided all of the conditions set forth in Section 7.1(b) have been satisfied, upon notice to Agent (which shall promptly notify the Lenders and the Eligible Financial Institutions), Borrowers may may, prior to the earlier of the Revolving Credit Maturity Date and the Term Loan Maturity Date, from time to time request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in Total Revolving Credit Commitment or the Term Loan Amount by a minimum amount equal of $15,000,000 on each occasion and not to exceed $100,000,000 in the lesser of aggregate (any such increase in the Term Loan Amount, an "Incremental Term Loan" and any such increase in the Revolving Credit Commitment an "Incremental Revolving Loan Commitment" and such loan an "Incremental Revolving Loan" and together with the Incremental Term Loan, each an "Incremental Loan"), provided that: (i) $5,000,000, or the final maturity date of any Incremental Term Loan shall be no earlier than the Term Loan Maturity Date; (ii) the balance of Revolving Credit Maturity Date shall not be modified by the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 increase in the aggregate, Revolving Credit Commitment with the Incremental Revolving Loan Commitment; (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (eiii) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than interest rate margins and, subject to clause (i) above, amortization with respect to any representations Incremental Term Loan, for any Incremental Loan shall be determined by Borrowers and warranties Lenders under such Incremental Loan provided that are made if the interest rate margin in respect of any Incremental Loan exceeds the Applicable Margin for the Term Loan or the Revolving Loans, as applicable, then the Applicable Margin for Term Loan or the Revolving Loans, as applicable, shall be increased so that the interest rate margin in respect of an earlier date such loan is equal to the interest rate margin for the Incremental Loan; and (iv) except as otherwise provided in this Section 2.3, the terms and conditions applicable to any Incremental Loan shall be generally consistent with the terms of the Term Loan, or Revolving Loan, as applicable, or as otherwise reasonably satisfactory to the Agent and Borrowers. (b) Each notice from Borrowers pursuant to this Section 2.3 shall set forth the requested amount and, subject to subsection (a) of this Section 2.3, proposed terms of the Incremental Loan, and (in consultation with Agent) shall specify the time period within which each Lender and each Eligible Financial Institution, is requested to respond (which shall in no event be true and correct in all material respects as less than fifteen (15) Business Days from the date of delivery of such earlier date notice to the Lenders and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which the Eligible Financial Institutions). No Lender shall be accurate in all respects after giving effect obligated to such qualification)provide any Incremental Loan, unless it so agrees. Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Each Lender shall notify Agent within such time period whether or not it agrees to make the requested Incremental Loan, and, if and to what extent so, whether by an amount equal to, greater than, or less than its current Applicable Commitment Percentage of such Lender commits to increase its Revolver CommitmentIncremental Loan. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its commitment. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or At such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver Commitments, as applicable, shall be reallocated among Lenders, and settled by Agent if necessarytime, in accordance with Section 2.4, Borrowers and Agent may invite Eligible Financial Institutions to join this Agreement as Lenders hereunder for the portion of the Incremental Loan not taken by existing Lenders’ adjusted shares . Agent shall notify Borrowers and each Lender of the Lenders' and Eligible Financial Institutions' responses to each request made hereunder. Agent and Borrowers shall determine the effective date (the "Increase Effective Date") and the final allocation of such Commitmentsincrease. (c) Incremental Term Loans shall become Term Loans under this Agreement, and Incremental Revolving Loans shall become Revolving Loans under this Agreement pursuant to an amendment (an "Incremental Loan Amendment") to this Agreement and, as appropriate, the other Transaction Documents. The terms Subject to Section 13.2, the Incremental Loan Amendment may, without the consent of Lenders, effect such amendments to this Agreement and the other Transaction Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Borrower, to effect the provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loansthis Section 2.3.

Increase in Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal At any time prior to the lesser Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or Canadian Commitments or add one or more new term loan facilities hereunder (each such increase or new term loan facility being a “Commitment Increase”), by designating one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) and/or one or more other Eligible Assignees that at the time agree to increase its or their US Commitments and/or Canadian Commitments and/or provide new US Commitments, Canadian Commitments and/or term loan commitments as such Lender (an “Increasing Lender”) or other Eligible Assignee (an “Additional Lender”) shall so select and, in the case of each such Additional Lender, to become a party to this Agreement as a Lender; provided, however, that: (i) each such Commitment Increase shall be equal to at least $5,000,000, or ; (ii) the balance aggregate amount of all such Commitment Increases shall not exceed $50,000,000; (iii) the aggregate amount available of all such Commitment Increases in the form of one or more term loan facilities shall not exceed $25,000,000; (iv) no Default shall exist immediately prior to and after giving effect to any such Commitment Increase; (v) with respect to any Commitment Increase in the form of one or more term loan facilities, after giving pro forma effect to any such new additional term loans under clause a new term 81 loan facility (band any Advances hereunder made on the effective date of such term loan facilities), the Leverage Ratio shall be no greater than 2.00 to 1.00; (vi) no Lender shall be required or otherwise obligated to provide any Commitment Increase or any portion thereof; (vii) the scheduled maturity date of any new term loan facility shall be no earlier than the Maturity Date and is offered on no other scheduled amortization prepayments shall be required thereunder prior to the Maturity Date other than those that apply to the existing Facilities; and (viii) each such Commitment Increase shall have the same terms as the existing Revolver CommitmentsFacilities other than (A) original issue discounts, except for fees which shall be determined if any, upfront fees, and customary arrangement, structuring, or underwriting fees, if any, payable to one or more arrangers (or their affiliates) of any such Commitment Increase and (B) operational and structural terms reasonably acceptable to the Borrowers, such Increasing Lenders and the applicable Administrative Agent as may be necessary to implement such Commitment Increases in the form of a new term loan facility. The US Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the US Administrative Agent and the Lenders, . This Section 2.17 shall not be construed to create any obligation on the US Administrative Agent or any of the Lenders to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) increases under The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the US Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the US Administrative Agent signed by the Borrowers, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Section do not exceed $150,000,000 Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, if any of the terms of such Commitment Increase differs from the Canadian Facility or the US Facility, as applicable, (B) an amendment to this Agreement signed by the Borrowers, the Administrative Agents and such Increasing Lenders and Additional Lenders, as applicable, to amend the necessary provisions of this Article 2 to account for the terms of such Commitment Increase, and (C) such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase and such customary legal opinions as the US Administrative Agent may reasonably request, (ii) in the aggregatecase of any Commitment Increase in respect of the US Commitments, the funding by each Increasing Lender and Additional Lender of the US Advances to be made by each such Lender to effect the reallocations required in clause (c) below, (iii) in the case of any Commitment Increase in respect of the Canadian Commitments, the funding by each Increasing Lender and Additional Lender of the Canadian Advances to be made on the Increase Date, if any, in the amount of such Lender’s increased Canadian Commitment, (iv) receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower certifying that (A) both before and after giving effect to such Commitment Increase, no reduction in Commitments pursuant to Section 2.1.4 Default has occurred prior to the requested increase, (d) no Default or Event of Default shall have occurred and be is continuing, (eB) the all representations and warranties of made by the Obligors Borrowers in the Loan Documentation shall be this Agreement are true and correct in all material respects (other than (i) with respect except that such materiality qualifier shall not be applicable to any representations and warranties that already are made as of qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which shall be remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (iiC) the Parent is in pro forma compliance with the covenants in Section 6.16, after giving 82 pro forma effect to the making of any Advances in connection with the relevant increase in the US Commitment or Canadian Commitment, or any such representation new additional term loans under a new term loan facility, and (v) receipt by the Increasing Lender or warranty qualified by materiality or “Material Adverse Effect” or similar language Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the applicable Borrower. (c) On any Increased Date on which there is a Commitment Increase in the Canadian Commitments pursuant to Section 2.17, (i) each of the Canadian Facility Lenders shall assign to each of the Increasing Lenders with regard to such Commitment Increase, and each of such Increasing Lender shall purchase from each of the Canadian Facility Lenders, at the principal amount thereof, such interests in the Canadian Advances outstanding on such Increased Date as shall be accurate necessary in all respects order that, after giving effect to all such qualification). Agent shall promptly notify assignments and purchases, such Canadian Advances will be held by existing Canadian Facility Lenders and the Increasing Lenders ratably in accordance with their Canadian Commitments after giving effect to the addition of such Commitment Increase in the requested increase andCanadian Commitments, within 10 Business Days thereafter, (ii) each applicable Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment. Any Lender not responding within such period Commitment Increase in the Canadian Commitments shall be deemed to have declined an increase. If Lenders fail to commit for all purposes a Canadian Commitment and each Canadian Advance made thereunder shall be deemed, for all purposes, a Canadian Advance and (iii) each Increasing Lender shall become a Canadian Facility Lender with respect to the full requested increaseCommitment Increase and all matters relating thereto. The Canadian Administrative Agent and the Canadian Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, Eligible Assignees may issue additional Revolver from and after the date of such Commitment Increase, all calculations and payments of interest on the Canadian Advances shall take into account the actual Canadian Commitment of each Canadian Facility Lender and the principal amount outstanding of each Canadian Advance made by such Lender during the relevant period of time. (d) On any Increase Date on which there is a Commitment Increase in the US Commitments pursuant to Section 2.17, (i) each of the US Facility Lenders shall assign to each of the Increasing Lenders with regard to such Commitment Increase, and each of such Increasing Lender shall purchase from each of the US Facility Lenders, at the principal amount thereof, such interests in the US Advances outstanding on such Increased Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Advances will be held by existing US Facility Lenders and the Increasing Lenders ratably in accordance with their US Commitments after giving effect to the addition of such Commitment Increase in the US Commitments, and become Lenders hereunder. Agent may allocate, (ii) each Commitment Increase in its reasonable discretion, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver US Commitments shall be increased by deemed for all purposes a US Commitment and each US Advance made thereunder shall be deemed, for all purposes, a US Advance and (iii) each Increasing Lender shall become a US Facility Lender with respect to the requested amount (or such lesser amount committed by Lenders Commitment Increase and Eligible Assignees) on a date agreed upon by all matters relating thereto. The US Administrative Agent and Borrower Agentthe US Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, but no later than 45 days following Borrowers’ increase request. Agentfrom and after the date of such Commitment Increase, Borrowers, all calculations and new payments of interest on the US Advances shall take into account the actual US Commitment of each US Facility Lender and existing applicable Lenders shall execute and deliver the principal amount outstanding of each US Advance made by such documents and agreements as Agent deems appropriate to evidence Lender during the relevant period of time. (e) On such Increase Date if such Commitment Increase involves an increase in and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, and other exposures under the Revolver aggregate US Commitments, each US Facility Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall automatically be deemed to equal such Lender’s US Pro Rata Share of such Letter of Credit Obligations and participations in respect of Swing Line Advances (such US Pro Rata Share for such Lender to be determined as applicable, shall be reallocated among Lenders, and settled by Agent if necessary, of the Increase Date in accordance with Lenders’ adjusted shares of its US Commitment on such Commitments. The terms and provisions date as a percentage of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loans.aggregate US Commitments on such date) without further action by any party. 83

Increase in Commitments. Borrowers Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in Revolver the Aggregate Commitments from time to time upon notice to Agentby an amount (for all such requests) not exceeding $250,000,000 (and provided that, as long as (a) in any event, the requested increase is in a minimum amount equal to the lesser of (i) $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which Aggregate Commitments shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 1,000,000,000 at any time). At the time of sending such notice, the Borrower (in consultation with the aggregate, Administrative Agent) shall specify the time period within which each Lender is requested to respond (c) which shall in no reduction in Commitments pursuant to Section 2.1.4 has occurred prior event be less than ten Business Days from the date of delivery of such notice to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualificationLenders). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Revolver CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Revolver Commitments, and to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Agent may allocate, in its reasonable discretion, The Borrower’s ability to increase the increased Revolver Aggregate Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in under this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments 2.16 shall be increased by subject to syndication of the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and of the increase in the Aggregate Commitments. Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such amendments to the Loan Documents and other documents and agreements as Agent deems appropriate certificates, including, but not limited to evidence the increase a new Note in favor of any existing Lender and allocations of Revolver Commitments. On the effective date of an increase, all outstanding Revolver Loans, LC Obligationsany additional Eligible Assignee, and shall pay such additional upfront fees, arrangement fees and other exposures under the Revolver Commitmentsfees, as applicablemay be required by the Administrative Agent, shall be reallocated among Lenders, and settled the Lenders or such additional Eligible Assignees or by Agent if necessary, in accordance with Lenders’ adjusted shares of financial market conditions to effect such Commitments. The terms and provisions of the incremental Revolver Loans will be identical to the terms and conditions applicable to the existing Revolver Loansincrease.

Increase in Commitments. Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in Revolver the Aggregate Commitments from time to time upon notice to Agent, as long as (a) the requested increase is in a minimum by an amount equal to the lesser of (i) for all such requests not exceeding $5,000,000, or (ii) the balance of the amount available under clause (b), and is offered on the same terms as existing Revolver Commitments, except for fees which shall be determined the applicable Lenders, (b) increases under this Section do not exceed $150,000,000 50,000,000 in the aggregate; provided that any such request must be in an amount of not less than $10,000,000 and in a whole multiple of $5,000,000 in excess thereof. At the time of sending such notice, the Borrower (cin consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no reduction in Commitments pursuant to Section 2.1.4 has occurred prior event be less than ten Business Days from the date of delivery of such notice to the requested increase, (d) no Default or Event of Default shall have occurred and be continuing, (e) the representations and warranties of the Obligors in the Loan Documentation shall be true and correct in all material respects (other than (i) with respect to any representations and warranties that are made as of an earlier date which shall be true and correct in all material respects as of such earlier date and (ii) any such representation or warranty qualified by materiality or “Material Adverse Effect” or similar language which shall be accurate in all respects after giving effect to such qualificationLenders). Agent shall promptly notify Lenders of the requested increase and, within 10 Business Days thereafter, each applicable Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Revolver CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Revolver Commitments, and to become Lenders hereunder. pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel. (b) If the Aggregate Commitments are increased in its reasonable discretionaccordance with this Section, the increased Revolver Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.6 and 6.2 are satisfied, total Revolver Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and the Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing applicable Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On determine the effective date (the "Increase Effective Date") and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolver Loans, LC Obligationsthe Borrower shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii), certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other exposures under Loan Documents are true and correct on and as of the Revolver CommitmentsIncrease Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as applicableof such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments(B) no Default exists. The terms Borrower shall prepay any Committed Loans outstanding on the Increase Effective 39 Date (and provisions of the incremental Revolver Loans will be identical pay any additional amounts required pursuant to Section 3.05) to the terms and conditions applicable extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (c) This Section shall supersede any provisions in Sections 2.13 or 10.01 to the existing Revolver Loanscontrary.