Common use of Increase of Commitments Clause in Contracts

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at any time prior to the Termination Date request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increased.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuingThe Borrower may from time to time, the Borrowers may at any time prior by written notice to the Termination Date request Administrative Agent (which shall promptly deliver a copy to each of the Lenders) executed by the Borrower and one or more increases Lenders or other Persons qualifying as Eligible Assignees that are willing to extend Commitments or, in the case of any such Lender, to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), cause the total Commitments to be increased by such new or incremental Commitments of the Commitments by notice to the Agent Increasing Lenders, in writing of the an amount of such proposed increase (for each Increasing Lender as set forth in such notice, a “Commitment Increase Notice”); provided, however, that, provided that (i) the Commitment aggregate principal amount of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the total Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders made pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender this Section shall not be less than $15,000,000 10,000,000 and the aggregate principal amount of all such increases during the term of this Agreement shall not exceed $100,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations prior written approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form approved by the Administrative Agent. New Commitments and increases in Commitments created pursuant to this Section shall become effective in the case of an Increasing Lender already a Lender under this Agreement, on the amounts thereof set forth herein), and upon date specified in the applicable notice delivered pursuant to this Section. Upon the effectiveness of any accession agreement to which any Increasing Lender is a party, such New Increasing Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall thereafter be deemed to be amended a party to add this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Upon the name effectiveness of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15Section, Schedule 1.1A I shall be deemed to have been amended to reflect the new or increased Commitments of the Increasing Lenders. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of each Lender (including any New Lender) as thereby increasedshall become effective under this Section unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (b) through (e) of Section 3.01 demonstrating the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 3.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 3.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall so elect, refinanced with new Revolving Loans made ratably in accordance with the Commitments in effect following such extension or increase.

Increase of Commitments. (a) If Each Borrower shall have the right to increase the Commitments from time to time pursuant to this Section 2.09 (subject to the restrictions of Section 2.09(d)) as long as no Default or Event of Default or Material Adverse Effect shall have has occurred and be is continuing, . In the Borrowers may event that any Borrower wishes to increase the aggregate Commitments under any Facility at any time prior to time, it shall notify the Termination Date request one or more increases of the Commitments by notice to the Administrative Agent in writing of the Facility or Facilities to be increased and the amount (the “Offered Increase Amount”) of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, howeverthat the aggregate amount of any such increase in Commitments shall be at least $25.0 million. Such Borrower may, thatat its election, (i) offer one or more of the Commitment Lenders the opportunity to participate in all or a portion of any Lender may not be increased without such Lender’s consent, the Offered Increase Amount pursuant to Section 2.09(c) below and/or (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or banks, financial institutions or other entities the opportunity to participate in all or a portion of such unsubscribed portion of the CommitmentsOffered Increase Amount pursuant to Section 2.09(b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify or other entities such proposed lenders of the opportunity Borrower desires to participate in all such Commitment increase. Such Borrower or, if requested by such Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or a portion other entities of such unsubscribed portion of the increased Commitmentsoffer. (cb) Any existing Lender that accepts additional bank, financial institution or other entity which such Borrower selects to offer participation in the Borrowers’ offer increased Commitments and which elects to increase its become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 2.09(a)(ii) shall execute a Commitment Increase Agreement with New Lender Supplement (in the Borrowersform specified by the Administrative Agent, the Guarantors each a “New Lender Supplement”) which such Borrower and the Administrative Agent, whereupon such Lender shall be bound bybank, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment or other entity (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such new Lender shall be in an amount not less than $5,000,000, provided further that on the effective date of such New Lender Supplement, there shall be no outstanding Eurocurrency Loans hereunder under the Facility being increased or, if any Eurocurrency Loans under the Facility being increased would be outstanding on the effective date of any such New Lender Supplement, such Borrower shall either (x) convert such Eurocurrency Loans to ABR Loans, or (y) prepay, in accordance with the provisions of Section 2.12, such Eurocurrency Loans immediately prior to such New Lender Supplement becoming effective (subject, in either case, to the payment provisions hereof). (ec) Upon any Any Lender which accepts an offer to it by either Borrower to increase its Commitment pursuant to Section 2.09(a)(ii) shall, in each case, execute a Commitment Increase Supplement (in the Commitments form specified by the Administrative Agent, each a “Commitment Increase Supplement”) with such requesting Borrower and the Administrative Agent whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.09 (i) in no event shall transactions effected pursuant to this Section 2.152.09, Schedule 1.1A taken in the aggregate, cause the aggregate Commitments hereunder to increase by an amount greater than $150.0 million and (ii) no Lender shall be deemed amended have any obligation to reflect the increase its Commitment of each Lender (including any New Lender) as thereby increasedunless it agrees to do so in its sole discretion.

Increase of Commitments. (a) If no Default or Event No later than the date that is ninety (90) days after the date of Default or Material Adverse Effect shall have occurred and be continuingthis Agreement, the Borrowers Borrower may at any time prior request additional Commitments up to the Termination Date request an aggregate amount equal to U.S.$200,000,000 (each such additional Commitment, an “Incremental Commitment”) by either incorporating one or more increases of the Commitments by notice additional lenders acceptable to the Agent in writing Borrower and Required Lenders, or by agreeing with any existing Lenders an increase of the amount of such proposed increase its respective Commitments (each such noticeexisting Lender or other Person that agrees to provide an Incremental Commitment, a an “Commitment Increase NoticeIncremental Lender”); providedprovided that the Borrower shall make no more than a total of two requests in the aggregate for an Incremental Commitment under this Section. Notwithstanding anything herein to the contrary, however, that, (i) no Lender shall have any obligation to agree to provide an Incremental Commitment pursuant to this Section and any election to do so shall be in the Commitment sole discretion of any Lender may not be increased without such Lender’s consent. For the avoidance of doubt, (ii) the aggregate total amount of unutilized Commitments plus the Commitments as so increased principal amount of Loans disbursed pursuant to the terms of this Agreement shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocableU.S.$1,000,000,000. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant In order to the procedure outlined in clause (a) precedingeffect such Incremental Commitment, the Borrowers mayBorrower, in their sole discretion, the applicable Incremental Lender and the Administrative Agent (but with the consent of the Agent as to any Person that is not at such time a Lender (which consent no other Lenders or Persons) shall not be unreasonably withheld or delayed), offer to any existing Lender or to enter into one or more additional banks or financial institutions joinder agreements, each substantially in the opportunity form attached hereto as Annex F, pursuant to participate in all or a portion of which the applicable Incremental Lender will provide the applicable Incremental Commitments (each such unsubscribed portion of the Commitmentsjoinder agreement, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments“Incremental Joinder Agreement”). (c) Any existing The obligations of any Incremental Lender that accepts under the Borrowers’ offer to increase its Incremental Joinder Agreement and this Agreement and the effectiveness of the related Incremental Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations Administrative Agent’s confirmation of satisfaction or waiver (in each case acting on the amounts thereof instruction of the applicable Incremental Lenders) of each of the following conditions precedent and the conditions set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15relevant Incremental Joinder ​ Agreements (the date that each such conditions are satisfied or waived, Schedule 1.1A shall be deemed amended to reflect the “Incremental Commitment of each Lender (including any New Lender) as thereby increased.Effective Date”):

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Credit Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Termination Commitment Date request of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more increases Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the Commitments by notice to the Agent requested Commitment Increase in writing excess of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”)that all Increasing Lenders have committed to; provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender each such Eligible Assignee shall be in an amount of not be less than $15,000,000 and shall be in 1,000,000 or an integral multiple of $5,000,0001,000,000 in excess thereof. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any such Eligible Assignee that agrees to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or acquire a portion of such unsubscribed portion of the increased CommitmentsCommitment pursuant hereto is herein called an “Additional Lender”. (ciii) Any existing Lender that accepts Effective on the Borrowers’ offer to increase its Commitment shall execute a Commitment Requested Increase Agreement with the BorrowersDate, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on terms and conditions hereof, (x) the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Commitment Schedule shall be deemed to be amended to add reflect the name increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such New LenderRequested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (eiv) Upon If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto and notwithstanding the provisions in this Agreement requiring that borrowings and prepayments be made ratably and in certain minimum amounts, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15, Schedule 1.1A 2.23 shall be deemed amended effective unless: (i) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to reflect such increase (or, if such increase is requested in connection with any Limited Condition Acquisition, as of the LCA Test Date), (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; provided, that the condition set forth in the foregoing clause (x) may be waived by the Increasing Lenders providing a Commitment Increase in connection with any Limited Condition Acquisition, except with respect to Events of Default under Section 7.01(a), (b), (h), (i) and (j); (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) after giving effect to any such Commitment Increases, the aggregate amount of all such Commitment Increases entered into since the Effective Date shall not exceed the sum of (A) the greater of (i) $300,000,000 and (ii) 100% of EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.01(a) or 5.01(b), as applicable, plus (B) an unlimited amount so long as the Total Net Leverage Ratio for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered pursuant to Sections 5.01(a) or 5.01(b), as applicable, calculated after giving effect thereto on a pro forma basis as if the incurrence of such Commitment Increases (without netting any cash received from the incurrence thereof and assuming that such commitments are fully drawn) and the application of proceeds therefrom occurred on the first day of such Reference Period, does not exceed 3.50:1.00 (and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations thereof); and (iv) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date before and after giving effect to such increase (or, if such increase is requested in connection with any Limited Condition Acquisition, as of the LCA Test Date), in the case any Commitment Increase in reliance on Section 2.23(iii)(A), the Borrower shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance; provided that, notwithstanding anything to the contrary herein, in the event that the Commitment Increase is requested for the purpose of, and used for, financing a Limited Condition Acquisition, any bringdown of each Lender (including any New Lender) the representations and warranties herein shall be limited to customary “specified representations” and those representations included in the acquisition agreement related to such Limited Condition Acquisition that are material to the interests of the Lenders and only to the extent that Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as thereby increaseda result of a breach of such representations.

Increase of Commitments. (a) If At any time after the Effective Date, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at any time prior to the Termination Date request one or more increases an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the "OFFERED INCREASE AMOUNT") of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed"COMMITMENT INCREASE NOTICE"). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) pro rata share of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in portion of the increased Commitments is not fully subscribed for by the existing Lenders pursuant to the procedure outlined in clause (a) precedingLenders, the Borrowers may, in their sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayedwithheld), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsincreased Commitments pursuant to paragraph (b) or (c) below, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsas applicable. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Borrowers select to offer to participate participation in the increased Commitments Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute and deliver to the Agent, a New Lender Agreement with the Borrowers and the Guarantors Administrative Agent, substantially in the form of Exhibit E (a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein"NEW LENDER AGREEMENT"), and upon the effectiveness of such New Lender Agreement whereupon such bank or financial institution (a “New Lender”"NEW LENDER") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages and Schedule III hereof shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than Cdn.$5,000,000. (c) Any Lender that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit F (a "COMMITMENT INCREASE AGREEMENT"), whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule III hereof shall be deemed to be amended to so increase the Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto, in each case, in form and substance satisfactory to the Administrative Agent. (e) Upon If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to Section 2.20(c), additional Advances made on or after the effectiveness thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Prime Rate Advances or Base Rate Advances, the existing Lenders shall be deemed to have made partial assignments thereof to the New Lenders and/or Lenders with such increased Commitments in such amounts that, after giving effect thereto, the Prime Rate Advances and Base Rate Advances outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate Advances, such Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the respective principal amounts thereof outstanding. In the event that on any such Re-Allocation Date there is an unpaid principal amount of B/A Advances, such B/A Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Contract Periods, and repayments of such B/A Advances will be paid thereon to the respective Lenders holding such B/As based on the respective face amounts thereof. (f) Notwithstanding anything to the contrary in this Section 2.20, (i) no increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A 2.20 shall be deemed amended effective without the consent of the Required Lenders, (ii) no Lender shall have any obligation to reflect increase its Commitment unless it agrees to do so in its sole discretion and (iii) the Commitment of aggregate amount by which the Commitments hereunder are increased pursuant to this Section 2.20 shall not exceed Cdn. $116,964,000. (g) Each Borrower shall execute and deliver a Note to each new bank or other financial institution becoming a Lender (including any New Lender) as thereby increasedthat requests one.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at At any time prior to the Termination Date Maturity Date, the Borrower may, subject to the terms and conditions of this Section 2.02, request one or more increases that the Aggregate Commitments be increased; provided that (i) the Aggregate Commitments shall at no time exceed $100,000,000; (ii) each such request shall be in a minimum amount of at least $2,500,000 and increments of $2,500,000 in excess thereof; and (iii) Borrower shall be permitted a maximum of three (3) such requests during the Commitments by term of this Agreement. Such request shall be made in a written notice given to the Agent in writing of and the amount Lenders by the Borrower not less than forty-five (45) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) shall specify the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Aggregate Commitments must offer and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each Lender an of the Lenders shall be given the opportunity to subscribe for participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitments. No Lender shall have any obligation to increase its Commitment Percentage (with respect pursuant to a Commitment Increase Notice. On or prior to the existing Commitments date that is thirty (prior to such increase)) of the increased Commitments. The Agent shall, within five (530) Business Days after receipt of a the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Commitment shall notify in connection with such Commitment Increase Notice (any such notice to the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agentbeing herein a “Lender Increase Notice”). Any Lender that which does not notify submit a Lender Increase Notice to the Agent within prior to the time expiration of such thirty (30) Business Day period specified above that it will increase its Commitment will shall be deemed to have rejected such offerdenied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Borrower in the Commitment Increase Notice, the Agent shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Borrower, not later than twenty (20) Business Days prior to the proposed effective date the Borrower may notify the Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any agreement Proposed New Lender shall be consented to by the Agent. If the Borrower shall not have arranged any Proposed New Lender to commit to the shortfall from the Lender Increase Notices, then the Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitments, which amounts shall be effective on the following Business Day. Notwithstanding anything to the contrary contained herein, any increase in the Aggregate Commitments shall be subject to the following conditions precedent: (i) for so long as it is a Lender hereunder, the written consent of Bank of America, in its sole discretion, is required for any such increase in the Aggregate Commitments and for any Proposed New Lender (such written consent to be required even if Bank of America has denied or is deemed to have denied any increase in its own Commitment hereunder), (ii) the Borrower shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Agent, (iii) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitments, all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default, an Event of Default, (iv) counsel for the Borrower and Guarantors shall have provided to the Agent, if requested, a supplemental opinion in form and substance reasonably satisfactory to the Agent and (v) the Borrower and the Proposed New Lender(s) shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase or in order to make the Proposed New Lender a party to this Agreement as a Lender. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitments, the Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitments that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder or thereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment shall be irrevocablehereunder at any time or to provide any consent under this subsection (a). (b) If For purposes of this subsection (b), (i) the term “Buying Lender(s)” shall mean (1) each Lender whose Effective Commitment Amount is greater than its Commitment prior to the effective date of any proposed increase in the Commitments Aggregate Commitments, and (2) each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice, and (ii) the term “Selling Lender(s)” shall mean each Lender whose Commitment is not fully subscribed by being increased from that in effect prior to such increase in the existing Lenders Aggregate Commitments. Effective on the effective date of any increase in the Aggregate Commitments pursuant to the procedure outlined in clause (a) precedingabove, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Selling Lender’s right, title and interest in and to its outstanding Loans in the Borrowers mayrespective dollar amounts and percentages necessary so that, in their sole discretionfrom and after such sale, but with each such Selling Lender’s outstanding Loans shall equal such Selling Lender’s Applicable Percentage (calculated based upon the consent Effective Commitment Amounts) of the Agent as outstanding Loans. Effective on the effective date of the increase in the Aggregate Commitments pursuant to any Person clause (a) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions its respective purchase price for the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsoutstanding Loans purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Lender’s outstanding Loans shall equal such Buying Lender’s Applicable Percentage (calculated based upon the Effective Commitment Amounts) of the outstanding Loans. Such amount shall be payable on the effective date of the increase in the Aggregate Commitments by notifying wire transfer of immediately available funds to the Agent; provided. The Agent, that the Commitment of in turn, shall wire transfer any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or funds received to the additional banks or financial institutions identified thereinSelling Lenders, in same day funds, for the Agent shall notify such proposed lenders sole account of the opportunity Selling Lenders. Each Selling Lender hereby represents and warrants to participate each Buying Lender that such Selling Lender owns the Loans being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in all or a portion such Loans, except for participations which will be extinguished upon payment to Selling Lender of such unsubscribed an amount equal to the portion of the increased Commitments. (c) Any existing outstanding Loans being sold by such Selling Lender. Each Buying Lender that accepts hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the Borrowers’ offer to increase foregoing sentence, each such Buying Lender has entered into its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to such increase on the full amount basis of its Commitment as so increased. (d) Any additional bank or financial institution which is own independent investigation and has not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein)relied upon, and upon will not rely upon, any explicit or implicit written or oral representation, warranty or other statement of the effectiveness Lenders or the Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of such New Lender this Agreement such bank or financial institution (a “New Lender”) shall become a the other Loan Documents. The Borrower hereby agrees to compensate each Selling Lender for all purposes losses, expenses and to liabilities incurred by each Lender in connection with the same extent as if originally a party hereto sale and shall be bound by assignment of any Loan hereunder on the terms and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this manner as set forth in Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increased3.05.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the The Borrowers may at any time prior to the Termination Date request one or more increases of the Commitments by notice to the Agent an increase in writing of the amount of such proposed the aggregate Commitment Amounts by offering to the Banks or to other prospective Banks that can make the representation and warranty contained in Section 8.12 acceptable to the Administrative Agent (“Prospective Banks”) the opportunity to increase (each such notice, a “Commitment Increase Notice”)their Commitments or to extend Commitments hereunder; provided, however, thatthe Borrower shall not request an increase that would cause the aggregate Commitment Amounts after giving effect to such increase to exceed $525,000,000. Any such request shall be sent to the Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000increase that is sought and (ii) the name of each Bank and Prospective Bank to which the opportunity to increase or extend a Commitment is to be offered and the amount of such offer, and (iiiC) request that Banks wishing to increase their Commitments and Prospective Banks wishing to extend new Commitments notify the Commitments may not be increased without the consent Administrative Agent within 14 days of the Agent (which consent shall not be unreasonably withheld or delayed)date of the Borrower’s request. Any such Commitment Increase Notice delivered with respect to any proposed The increase in the Commitments must offer Commitment of each Lender an opportunity Bank that agrees to subscribe for its increase such Commitment Percentage under this Section 2.15 shall be effective three (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (53) Business Days (or such other date as is acceptable to the Borrower and the Administrative Agent) after receipt the date of the Borrower’s request without any further action by the Banks or any amendment to the agreement. Upon the effectiveness of any increase in a Commitment Increase NoticeBank’s Commitment, notify each Lender of such request. Each Lender desiring to increase its Commitment Schedule 1 shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender been amended to increase its Commitment shall be irrevocable. (b) If any proposed reflect the increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000Bank’s Commitment. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender Each Prospective Bank that accepts the Borrowers’ Borrower’s offer to increase its extend a Commitment shall execute become a Commitment Increase party to this Agreement with the Borrowerson such date or dates as may be mutually satisfactory to such Prospective Bank, the Guarantors Borrower and the Administrative Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on Administrative Agent’s receipt of a duly completed and executed Accession Agreement in the amounts thereof set forth herein), and upon form of Exhibit I hereto. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and Prospective Bank shall be bound by and entitled to the all rights, benefits of this Agreement, and the signature pages hereof privileges accorded a Bank hereunder; (ii) Schedule 1 shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed have been amended to reflect the Commitment of the additional Bank as provided in the Accession Agreement; and (iii) if any Loans are outstanding under this Agreement, the Prospective Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Prospective Bank’s Commitment Percentage of such Loans, for further distribution to the Banks according to their Commitment Percentages. Notwithstanding the foregoing, no increase in a Bank’s Commitment and no extension to a Prospective Bank shall become effective until such time as the Administrative Agent shall have received (1) evidence in form and substance satisfactory to the Administrative Agent that each Lender Borrower has taken all necessary corporate, trust or limited liability company action to approve such increase in the aggregate Commitment Amounts and (including 2) a written opinion of the Borrower’s legal counsel, addressed to the Administrative Agent and the Banks and in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall give prompt notice to such Bank of (A) any increase in any Bank’s Commitment and (B) the Commitment of any additional Bank, in each case under this Section 2.18.” 1.12 Section 8.3(c) of the New Lender) Credit Agreement is hereby amended to read in its entirety as thereby increased.follows:

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers The Company may at any time prior to the Termination Date request on one or more increases of the Commitments occasions, by written notice to the Agent Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in writing this Section being called an “Increasing Lender”), which may include any Lender, cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the amount of Increasing Lenders to be increased, as the case may be (any such proposed increase (each such noticeextension or increase, a “Commitment Increase NoticeIncrease”), in an amount for each Increasing Lender set forth in such notice; provided, however, that, provided that (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased all Commitment Increases effected pursuant to this paragraph shall not exceed $225,000,000250,000,000, and (iiiii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the Commitments may not be increased without the consent approval of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to any existing this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company and (iv) no Lender or to one or more additional banks or financial institutions the opportunity shall be required to participate in all or a portion any Commitment Increase. New Commitments and increases in Commitments shall, subject to the terms and conditions of such unsubscribed portion of this Section, become effective on the Commitments, by notifying date specified in the Agent; provided, that applicable notice delivered pursuant to this paragraph. Upon the Commitment effectiveness of any New accession agreement to which any Increasing Lender is a party, such Increasing Lender shall not thereafter be less than $15,000,000 deemed to be a party to this Agreement and shall be in an integral multiple of $5,000,000. Promptly entitled to all rights, benefits and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound byprivileges, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to all the limitations on obligations, of a Lender hereunder. For the amounts thereof set forth herein)avoidance of doubt, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) any Commitment Increase, the Applicable Percentages of all the Lenders shall become a Lender for all purposes and automatically be adjusted to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lendergive effect thereto. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increased.

Increase of Commitments. (a) If At any time on or after the Closing Date, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Company may at any time prior to the Termination Date request one or more increases an increase of the Commitments Total Commitment by notice thereof to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); , in an amount not less than $25,000,000 nor more than $1,000,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, howeverfollowing any such increase, that, (i) the Total Acquisition Loan Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent 50% of the Agent (which consent shall not be unreasonably withheld or delayed)Total Commitment. Any such Commitment Increase Notice delivered with respect shall be in a form reasonably satisfactory to any proposed increase in the Commitments Agent, and must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to pro rata share of each increased Commitment. If the existing Commitments (prior to such increase)) Company does not receive either telephonic or written notice from the Agent that all of the increased Commitments. The Agent shall, Commitment is subscribed for by the Lenders within five fifteen (515) Business Days after receipt the delivery of a the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers Company may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsincreased Commitments pursuant to Section 5.18(b) or Section 5.18(c), by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsas applicable. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Company selects to offer to participate participation in the increased Commitments shall execute Commitments, and deliver that elects to become a party to this Agreement with the Agent, the Borrowers Company and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereto hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the signature pages hereof same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or more New Lender Agreements, the Agent shall be deemed to be amended to add enter such New Lender and its Commitment in the name Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New LenderLender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Borrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such ▇▇▇▇▇▇’s increased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Upon Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 2.155.18, Schedule 1.1A the aggregate amount of the Commitments shall be deemed amended not exceed $4,500,000,000. (g) On or following a Re-Allocation Date, the Company shall execute and deliver Notes to reflect the Commitment of each Lender (including any New Lender) as thereby increasedLender and replacement Notes to any Lender signing a Commitment Increase Agreement in the amount of said Persons’ Commitments, if requested by such Person.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Company may at any time prior to the Termination Date request one or more increases an increase of the Commitments Total Commitment by notice thereof to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); , in an amount not less than $25,000,000 nor more than $300,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, howeverfollowing any such increase, that, (i) the Acquisition Loan Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent 20% of the Agent (which consent shall not be unreasonably withheld or delayed)Total Commitment. Any such Commitment Increase Notice delivered with respect shall be in a form reasonably satisfactory to any proposed increase in the Commitments Agent, and must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to pro rata share of each increased Commitment. If the existing Commitments (prior to such increase)) Company does not receive either telephonic or written notice from the Agent that all of the increased Commitments. The Agent shall, Commitment is subscribed for by the Lenders within five fifteen (515) Business Days after receipt the delivery of a the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers Company may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsincreased Commitments pursuant to Section 5.18(b) or Section 5.18(c), by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsas applicable. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Company selects to offer to participate participation in the increased Commitments shall execute Commitments, and deliver that elects to become a party to this Agreement with the Agent, the Borrowers Company and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereto hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the signature pages hereof same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or more New Lender Agreements, the Agent shall be deemed to be amended to add enter such New Lender and its Commitment in the name Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such Lender’s increased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Upon Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 2.155.18, Schedule 1.1A the aggregate amount of the Commitments shall be deemed amended not exceed $2,100,000,000. (g) The Company shall execute and deliver a Note or Notes to reflect each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Commitment amount of each Lender (including any New Lender) as thereby increasedsaid Persons’ Commitments.

Increase of Commitments. (ai) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at At any time prior to the Facility Termination Date Date, the Company may request one or more increases that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Commitments by Lenders, (a) the Aggregate Commitment shall at no time exceed $350,000,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.6.2; and (b) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent in writing of and the amount Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) shall specify the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, and (iii) the Commitments may not be increased without the consent each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Administrative Agent shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayedwithheld). Any such Commitment Increase Notice delivered with respect If the Company shall not have arranged any Proposed New Lender(s) to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect commit to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice shortfall from the Agent. Any Lender that does not notify Increase Notices, then the Agent within the time period specified above that it will increase its Commitment will Company shall be deemed to have rejected such offerreduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any agreement increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) the Company shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit I hereto, (D) counsel for the Borrowers and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Company. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder and thereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment shall be irrevocablehereunder at any time. (bii) If any proposed increase in For purposes of this clause (ii), (A) the Commitments term “Buying Lender(s)” shall mean (1) each Lender the Effective Commitment Amount of which is not fully subscribed by the existing Lenders pursuant greater than its Commitment prior to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent effective date of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments Aggregate Commitment, and (2) each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice and (b) the term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in effect prior to such increase in the Aggregate Commitment. Effective on the effective date of any increase in the Aggregate Commitment pursuant to this Section 2.15clause (i) above, Schedule 1.1A each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Selling Lender’s right, title and interest in and to its outstanding Loans in the respective dollar amounts and percentages necessary so that, from and after such sale, each such Selling Lender’s outstanding Loans shall equal such Selling Lender’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Loans. Effective on the effective date of the increase in the Aggregate Commitment pursuant to clause (i) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the outstanding Loans purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Lender’s outstanding Loans shall equal such Buying Lender’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Loans. Such amount shall be deemed amended payable on the effective date of the increase in the Aggregate Commitment by wire transfer of immediately available funds to reflect the Administrative Agent. The Administrative Agent, in turn, shall wire transfer any such funds received to the Selling Lenders, in same day funds, for the sole account of the Selling Lenders. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Loans being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Loans, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the outstanding Loans being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any explicit or implicit written or oral representation, warranty or other statement of the Lenders or the Administrative Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents. The Borrowers hereby agree to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Lender (including in connection with the sale and assignment of any New Lender) Loan hereunder on the terms and in the manner as thereby increasedset forth in Section 3.4.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5.0 million, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Termination Commitment Date request of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more increases Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “requested Commitment Increase Notice”)Increase; provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender each such Eligible Assignee shall be in an amount of not be less than $15,000,000 and shall be in 1.0 million or an integral multiple of $5,000,0001.0 million in excess thereof. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any such Eligible Assignee that agrees to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or acquire a portion of such unsubscribed portion of the increased CommitmentsCommitment pursuant hereto is herein called an “Additional Lender”. (ciii) Any existing Lender that accepts Effective on the Borrowers’ offer to increase its Commitment shall execute a Commitment Requested Increase Agreement with the BorrowersDate, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on terms and conditions hereof, (x) the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Commitment Schedule shall be deemed to be amended to add reflect the name increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such New LenderRequested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (eiv) Upon If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15, Schedule 1.1A 2.22 shall be deemed amended to reflect the Commitment of each Lender effective unless: (including any New Lenderi) as thereby increasedof the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) after giving effect to such Commitment Increases, the aggregate principal amount of all such Commitment Increases incurred since the Effective Date shall not exceed an amount equal to the sum of (A) $50.0 million plus (B) 100% of Consolidated Adjusted EBITDA for the most recently ended Reference Period, on a pro forma basis; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance.

Increase of Commitments. (a) If no Default or Event With the prior consent of Default or Material Adverse Effect the Agent, the Borrower shall have occurred and be continuing, the Borrowers may right at any time prior and from time to the Termination Date time to request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect provided that after giving effect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase increases in the Commitments pursuant to this Section 2.15Section, Schedule 1.1A the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be deemed amended irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof. No Lender shall be required to reflect increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. 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 Commitment date it becomes a Lender hereunder (or increases its Commitment, in the case of each Lender (including any New an existing Lender) (and as thereby increaseda condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans and Letter of Credit Liabilities, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of (A) the Borrower shall certify to any Person to become a Lender or any Lender increasing the amount of its Commitment whether (x) a Default or Event of Default exists on the effective date of such increase and (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date) and (B) if a Default or Event of Default exists or any such representation or warranty is not true or correct on the effective date of such increase, any Person to become a Lender or any Lender to increase the amount of its Commitment may in its sole discretion elect not to do so. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate 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 within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuingThe Borrower may from time to time, the Borrowers may at any time prior by written notice to the Termination Date request Administrative Agent (which shall promptly deliver a copy to each of the Lenders) executed by the Borrower and one or more increases Lenders or other Persons qualifying as Eligible Assignees that are willing to extend Commitments or, in the case of any such Lender, to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), cause the total Commitments to be increased by such new or incremental Commitments of the Commitments by notice to the Agent Increasing Lenders, in writing of the an amount of such proposed increase (for each Increasing Lender as set forth in such notice, a “Commitment Increase Notice”); provided, however, that, provided that (i) the Commitment aggregate principal amount of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the total Commitments must offer each Lender an opportunity made pursuant to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment this Section shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant equal to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld $10,000,000 or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and 1,000,000 in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors excess thereof and the Agentaggregate principal amount of all such increases during the term of this Agreement shall not exceed $100,000,000, whereupon such (ii) each Increasing Lender, if not already a Lender hereunder, shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations prior written approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form approved by the Administrative Agent. New Commitments and increases in Commitments created pursuant to this Section shall become effective in the case of an Increasing Lender already a Lender under this Agreement, on the amounts thereof set forth herein), and upon date specified in the applicable notice delivered pursuant to this Section. Upon the effectiveness of any accession agreement to which any Increasing Lender is a party, such New Increasing Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall thereafter be deemed to be amended a party to add this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Upon the name effectiveness of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15Section, Schedule 1.1A I shall be deemed to have been amended to reflect the new or increased Commitments of the Increasing Lenders. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of each Lender (including any New Lender) as thereby increasedshall become effective under this Section unless 7552140v7 19897.00013 (i) the Administrative Agent has received a document certifying that the resolutions included in the certificate delivered pursuant to Section 3.01(b) remain in full force and effect and have not been revoked and (ii) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 3.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 3.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Advances outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall so elect, refinanced with new Advances made ratably in accordance with the Commitments in effect following such extension or increase.

Increase of Commitments. (ai) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at At any time prior to the Facility Termination Date Date, the Company may request one or more increases that the Aggregate Commitment be increased; provided that (a) the Aggregate Commitment shall at no time exceed $450,000,000 minus the aggregate amount of all reductions in the Commitments by Aggregate Commitment previously made pursuant to Section 2.6.2; and (b) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent in writing of and the amount Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) shall specify the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased proposed increase in the Aggregate Commitment and the proposed effective date of such increase. No Lender shall not exceed $225,000,000, and have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (iii15) the Commitments may not be increased without the consent Business Days after receipt of the Commitment Increase Notice, each Lender and Proposed New Lender (as defined below) shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its existing Commitment or provide a new Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. The Administrative Agent shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company's Commitment Increase Notice. In addition, not later than the date the Commitment Increase Notice is delivered by the Company, the Company may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and the portion of the proposed increase to be allocated to such financial institution. Any Proposed New Lender shall be consented to by the Administrative Agent and each LC Issuer (which consent shall not be unreasonably withheld or delayedwithheld). Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender's and Proposed New Lenders' Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any such increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) the Company shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice delivered with respect to any and as of the proposed effective date of the increase in the Commitments must offer Aggregate Commitment all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Borrowers, the Administrative Agent and each Proposed New Lender an opportunity or Lender that shall have agreed to subscribe provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit I hereto, (D) counsel for its Commitment Percentage (with respect the Company and the Borrowers and for the Guarantors shall have provided to the existing Commitments Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (prior to E) the Company, the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase)) . If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Company. Upon satisfaction of the increased Commitments. The conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify shall promptly advise the Company and each Lender of the effective date of such requestincrease. Each Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender desiring shall be a party to increase its Commitment this Agreement as a Lender and shall notify have the Agent in writing no later than ten (10) Business Days after receipt rights and obligations of notice from the Agenta Lender hereunder. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will Nothing contained herein shall constitute, or otherwise be deemed to have rejected such offer. Any agreement by be, a commitment on the part of any Lender to increase its Commitment shall be irrevocablehereunder at any time. (bii) If any proposed increase in For purposes of this clause (ii), (A) the Commitments term “Buying Lender(s)” shall mean (1) each Lender the Effective Commitment Amount of which is not fully subscribed by the existing Lenders pursuant greater than its Commitment prior to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent effective date of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments Aggregate Commitment, and (2) each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice and (B) the term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in effect prior to such increase in the Aggregate Commitment. Effective on the effective date of any increase in the Aggregate Commitment pursuant to this Section 2.15clause (i) above, Schedule 1.1A each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Selling Lender's right, title and interest in and to its outstanding Credit Extensions in the respective Dollar Amounts and percentages necessary so that, from and after such sale, each such Selling Lender's outstanding Credit Extensions shall equal such Selling Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Credit Extensions. Effective on the effective date of the increase in the Aggregate Commitment pursuant to clause (i) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the outstanding Credit Extensions purchased hereby shall equal the respective Dollar Amount necessary so that, from and after such payments, each Buying Lender's outstanding Credit Extensions shall equal such Buying Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Credit Extensions. Such amount shall be deemed amended payable on the effective date of the increase in the Aggregate Commitment by wire transfer of immediately available funds to reflect the Administrative Agent. The Administrative Agent, in turn, shall wire transfer any such funds received to the Selling Lenders, in same day funds, for the sole account of the Selling Lenders. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Credit Extensions being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Credit Extensions, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the outstanding Credit Extensions being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender's representations and warranties contained in the foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any explicit or implicit written or oral representation, warranty or other statement of the Lenders or the Administrative Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents. The Borrowers hereby agree to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Lender (including in connection with the sale and assignment of any New Lender) Loan hereunder on the terms and in the manner as thereby increasedset forth in Section 3.4.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5.0 million, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Termination Commitment Date request of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more increases Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “requested Commitment Increase Notice”)Increase; provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender each such Eligible Assignee shall be in an amount of not be less than $15,000,000 and shall be in 1.0 million or an integral multiple of $5,000,0001.0 million in excess thereof. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any such Eligible Assignee that agrees to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or acquire a portion of such unsubscribed portion of the increased CommitmentsCommitment pursuant hereto is herein called an “Additional Lender”. (ciii) Any existing Lender that accepts Effective on the Borrowers’ offer to increase its Commitment shall execute a Commitment Requested Increase Agreement with the BorrowersDate, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on terms and conditions hereof, (x) the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Commitment Schedule shall be deemed to be amended to add reflect the name increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such New LenderRequested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (eiv) Upon If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15, Schedule 1.1A 2.22 shall be deemed amended to reflect the Commitment of each Lender effective unless: (including any New Lenderi) as thereby increasedof the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate), other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent, or otherwise in form and substance reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) after giving effect to such Commitment Increases, the aggregate principal amount of all such Commitment Increases incurred sinceafter the First Amendment Effective Date shall not exceed $100.0 million; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may at any time prior right to the Termination Date request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, provided that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full aggregate amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase increases in the Commitments pursuant to this Section 2.15shall not exceed $200,000,000) by providing written notice to the Agent, Schedule 1.1A which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Agent shall promptly notify each Lender of any such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. Each Lender shall notify the Agent within 10 Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed amended to reflect have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the Commitment event a new Lender or Lenders become 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 increases its Commitment, in the case of each Lender (including any New an existing Lender) (and as thereby increaseda condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) 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 Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate 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 within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect At any time following the Closing Date, Company shall have occurred the right from time to time and be continuing, the Borrowers may at any time upon not less than thirty (30) days prior to the Termination Date request one or more increases of the Commitments by notice to Agent to increase the Agent in writing of the aggregate amount of such proposed increase Commitments (each such noticeincrease, a “Commitment Increase NoticeIncrease”); provided, however, that, : (ia) no Default or Event of Default shall have occurred and be continuing or would result from any such requested Commitment Increase or borrowings thereunder; (b) each Commitment Increase shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $1,000,000 in excess thereof; (c) the aggregate amount of all Commitment Increases made pursuant to this Section shall not exceed $25,000,000; (d) Commitment Increases shall not increase or otherwise affect the Letter of Credit Subline; (e) the Commitment of any Lender may shall not be increased without the approval of such Lender’s consent; (f) in connection with each proposed Commitment Increase, Company shall first solicit Commitment Increases from the Lenders (provided, however, that no Lender shall have an obligation to commit to all or a portion of the proposed Commitment Increase) and if any Lender shall decline such solicitation, Company shall solicit Commitment Increases from (i) the remaining Lenders and then (ii) Eligible Assignees that are reasonably acceptable to both Agent and Company; (g) in connection with each proposed Commitment Increase, Company and the Lenders providing for such Commitment Increase shall determine the other terms of such Commitment Increase; (h) in the event that any existing Lender or any new Lender commits to such requested Commitment Increase, (i) any new Lender will execute an accession agreement to this Agreement, (ii) the aggregate amount Commitment of any existing Lender that has committed to provide any of the Commitments as so increased requested Commitment Increase shall not exceed $225,000,000be increased, and (iii) the Commitments may not Pro Rata share of each Lender shall be increased without adjusted, (iv) Borrowers shall make such borrowings and repayments as shall be necessary to effect the consent reallocation of the Agent Commitments (which consent and Borrowers shall not pay any breakage costs in connection therewith) and (v) other changes shall be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect made to the existing Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments (prior or make new commitments in response to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of Company’s request for a Commitment Increase Noticepursuant to this Section and which other changes do not adversely affect the rights of those Lenders not participating in the requested Commitment Increase; (i) if the aggregate amount of all Commitments is increased in accordance with this Section, notify each Lender Agent and Company shall determine the effective date (the “Commitment Increase Effective Date”) and the final allocation of such requestincrease. Each Lender desiring to Agent shall promptly notify Company and the Lenders of the final allocation of such increase its and Commitment shall notify the Agent in writing no later than ten Increase Effective Date; and (10j) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its each Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment Increase shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant subject to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent all of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 terms and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits conditions of this Agreement, and the signature pages hereof shall be deemed to be amended to add secured by the name of such New Lender. (e) Upon any increase in the Commitments Collateral and guaranteed by Guarantors pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increasedterms hereof.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower may from time to time after the Effective Date, by written notice to the Administrative Agent (which shall have occurred and be continuing, the Borrowers may at any time provided four Business Days prior to the Termination Date request Increase Effective Date), executed by the Borrower and one or more increases financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the Commitments by notice Increasing Lenders to the Agent in writing of the amount of be increased (any such proposed extension or increase (each such notice, being called a “Commitment Increase NoticeIncrease”), in an amount set forth in such notice; provided, however, that, that (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased Commitment Increases becoming effective on any single date shall not be at least $25,000,000 (or such lesser amount consented to by the Administrative Agent), (ii) at no time shall the aggregate amount of Commitments, giving effect to the Commitment Increases effected pursuant to this paragraph, exceed $225,000,0001,100,000,000, and (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the Commitments may not be increased without the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall complete an Administrative Questionnaire and (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Any such Commitment Increase Notice delivered with respect to any proposed increase New Commitments and increases in Commitments shall become effective on the date specified in the Commitments must offer each applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender an opportunity is a party, (A) such Increasing Lender shall thereafter be deemed to subscribe for its Commitment Percentage be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and subject to all obligations of, a Lender hereunder and (with respect to the existing Commitments (prior to such increase)B) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment Schedule 2.01 shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected been amended to reflect the Commitments of such offerIncreasing Lender as provided in such Accession Agreement. Any agreement by Upon the effectiveness of any increase pursuant to this Section in any Commitment of a Lender to increase its Commitment already a party hereto, Schedule 2.01 shall be irrevocabledeemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) If On the effective date of any proposed increase in the Commitments is not fully subscribed by the existing Lenders Commitment Increase pursuant to this Section (the procedure outlined in clause (a“Increase Effective Date”) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and 30 days prior to the Maturity Date), (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or aggregate principal amount equal to the additional banks or financial institutions identified thereinaggregate 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 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall notify such proposed lenders of pay to each Lender the opportunity to participate in all or a portion of such unsubscribed portion funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the increased CommitmentsInitial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each 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 the Borrower pursuant to the provisions of Section 2.14 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Any existing Lender that accepts Notwithstanding the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowersforegoing, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any no increase in the Commitments pursuant to (or in any Commitment of any Lender) shall become effective under this Section 2.15unless, Schedule 1.1A on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed amended to reflect be references to such increase) and the Commitment Administrative Agent shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to that effect dated such date and executed by a Financial Officer of each Lender (including any New Lender) as thereby increasedLoan Party.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Company may at any time prior to the Termination Date request one or more increases an increase of the Commitments Total Commitment by notice thereof to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); , in an amount not less than $25,000,000 nor more than $250,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, howeverfollowing any such increase, that, (i) the Acquisition Loan Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent 19% of the Agent (which consent shall not be unreasonably withheld or delayed)Total Commitment. Any such Commitment Increase Notice delivered with respect shall be in a form reasonably satisfactory to any proposed increase in the Commitments Agent, and must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to pro rata share of each increased Commitment. If the existing Commitments (prior to such increase)) Company does not receive either telephonic or written notice from the Agent that all of the increased Commitments. The Agent shall, Commitment is subscribed for by the Lenders within five fifteen (515) Business Days after receipt the delivery of a the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers Company may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsincreased Commitments pursuant to Section 5.18(b) or Section 5.18(c), by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsas applicable. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Company selects to offer to participate participation in the increased Commitments shall execute Commitments, and deliver that elects to become a party to this Agreement with the Agent, the Borrowers Company and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereto hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the signature pages hereof shall be deemed same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be amended bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to add the name Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New LenderLender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Upon Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 2.155.18, Schedule 1.1A the aggregate amount of the Commitments shall be deemed amended not exceed $1,950,000,000. (g) The Company shall execute and deliver a Note or Notes to reflect each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Commitment amount of each Lender (including any New Lender) as thereby increasedsaid Persons’ Commitments.

Increase of Commitments. (a) After the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided that the aggregate amount of the Aggregate Commitments after giving effect to any increases pursuant to this Section 2.3 shall not exceed the Aggregate Commitments in effect on the date hereof plus $500,000,000. (a) Each increase in the Aggregate Commitments pursuant to Section 2.3(a) may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (together with any existing Lender participating in any such increase, each, an “Increasing Lender”) and to become Lenders pursuant to a joinder agreement substantially in form of Exhibit J (a “Joinder Agreement”), pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder. (a) If the Aggregate Commitments are increased in accordance with this Section 2.3, the Administrative Agent and the Borrower shall determine (i) the effective date (the “Increase Effective Date”) and (ii) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (b) As a condition precedent to such increase, (i) no Default or Event of Default or Material Adverse Effect shall have occurred exist and be continuing, the Borrowers may at any time prior to the Termination Date request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of Borrower shall (1) deliver to the Commitments as so increased shall not exceed $225,000,000Administrative Agent (A) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (iiiB) the Commitments may not be increased without the consent a certificate dated as of the Agent Increase Effective Date (which consent shall not be unreasonably withheld in sufficient copies for each applicable Lender) signed by a Responsible Officer (x) certifying and attaching the resolutions adopted by the Borrower approving or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior consenting to such increase), and (y) certifying that, before and after giving effect to such increase no Default or Event of Default exists, (2) (x) upon the increased Commitments. The Agent shall, within five (5) reasonable request of any applicable Lender made at least 5 Business Days after receipt of prior to the Increase Effective Date, provide to such Lender the documentation and other information so requested in order to comply with its obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a Commitment Increase Notice“legal entity customer” under the Beneficial Ownership Regulation deliver, notify to each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) that so requests at least 5 Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant prior to the procedure outlined in clause Increase Effective Date, a Beneficial Ownership Certification, and (a3) precedingpay any fees to the applicable Persons. On the applicable Increase Effective Date, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New each Increasing Lender shall not be less than $15,000,000 increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be in an integral multiple of $5,000,000. Promptly increased (and in any event within five (5the Commitment Percentages adjusted) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsaccordingly. (c) Any existing Lender that accepts increase in the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender Aggregate Commitments shall be bound bymade on the same terms (including interest terms, payment terms and maturity terms), and entitled shall be subject to the benefits ofsame conditions as existing Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers or Increasing Lenders, this Agreement as the case may be, may be different from those paid with respect to the full amount Commitment of its Commitment as so increasedthe Lenders on or prior to the Closing Date or with respect to any other Increasing Lender in connection with any other increase in the Aggregate Commitments pursuant to this Section 2.3). This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers The Administrative Agent and the Guarantors a New Lender Agreement setting forth its Lenders shall make Revolving Loans and/or repay Revolving Loans as necessary to cause the outstanding Revolving Loans to reflect each Lender’s Commitment (subject Percentage after giving effect to any increase pursuant to this Section 2.3; provided that the limitations on the amounts thereof set forth herein)parties hereto agree that, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the signature pages hereof shall be deemed to be amended to add Revolving Loans of the name other Lenders (rather than fund its Commitment Percentage of such New Lender. (eall outstanding Revolving Loans concurrently with the applicable increase) Upon with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Commitments Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to this Section 2.15the foregoing sentence), Schedule 1.1A as a result of a non-pro-rata increase in the Aggregate Commitments, any Term SOFR Loans and Alternative Currency Term Rate Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be deemed amended subject to reflect the Commitment provisions of each Lender (including any New Lender) as thereby increasedSection 3.12.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuingAt any time, the Borrowers Borrower may request that Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, the Aggregate Commitment shall at any no time exceed $500,000,000. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Borrower not less than ten (10) Business Days prior to the Termination Date request one or more increases proposed effective date of the Commitments by such increase, which notice to the Agent in writing of (a "Commitment Increase Notice") shall specify the amount of such the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. The Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "Lender" party hereto (each such notice, a “"Proposed New Lender") in connection with the Commitment Increase Notice”); provided, however, that, (i) Notice and any Proposed New Lender shall be consented to by the Commitment of any Lender may not be increased without such Lender’s consent, (ii) Administrative Agent and the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent Issuing Bank (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender's and Proposed New Lender's Commitment (the "Effective Commitment Amount") and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any such increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice delivered with respect to any and as of the proposed effective date of the increase in the Commitments must offer each Lender an opportunity to subscribe Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for its Commitment Percentage (with respect representations and warranties for which exceptions thereto have been disclosed in writing to the existing Commitments Administrative Agent and which have been approved in writing by the Required Lenders or expressly relate to an earlier specified date) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (prior B) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a "Commitment" in support of such increase in the Aggregate Commitment shall have executed and delivered a "Commitment and Acceptance" substantially in the form of Exhibit B hereto, (C) counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase and (E) the Administrative Agent shall have administered the reallocation of the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase)) . The Borrower hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender, if any, in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the increased Commitments. The conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify shall promptly advise the Borrower and each Lender of the effective date of such requestincrease. Each Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender desiring shall be a party to increase its Commitment this Agreement as a Lender and shall notify have the Agent in writing no later than ten (10) Business Days after receipt rights and obligations of notice from the Agenta Lender hereunder. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will Nothing contained herein shall constitute, or otherwise be deemed to have rejected such offer. Any agreement by be, a commitment on the part of any Lender to increase its Commitment shall be irrevocableat any time. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increased.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time prior during the term of this Agreement to the Termination Date request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased (provided that the aggregate amount of the Commitments after giving effect to any increases pursuant to this Section shall not exceed $225,000,000750,000,000) by providing written notice to the Agent, and (iii) the Commitments may not which notice shall be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed)irrevocable once given. Any Each such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an opportunity Eligible Assignee. If a new Lender becomes a party to subscribe for this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (with respect to or in the case of an existing Commitments (prior to such increase)) of Lender, the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment Percentage, in each case as so increased. determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (dA) Any additional bank the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) 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 Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or financial institution Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations or would not be) true or correct on the amounts thereof set forth herein), and upon the effectiveness effective date of such New Lender Agreement such bank increase (except for representations or financial institution (a “New Lender”) shall become a Lender for all purposes and warranties which expressly relate solely to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15subsection, Schedule 1.1A (a) any Lender becoming a party hereto (or increasing its Commitment) and the Borrower shall be deemed amended to reflect execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate 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 within 2 Business Days of each Lender (including any New Lender) as thereby increasedthe effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, With the Borrowers may at any time prior to the Termination Date request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer the Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase increases in the Commitments pursuant to this Section 2.15Section, Schedule 1.1A the aggregate amount of the Commitments may not exceed $1,500,000,000) by providing written notice to the Agent, which notice shall be deemed amended irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. No Lender shall be required to reflect increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. 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 Commitment date it becomes a Lender hereunder (or increases its Commitment, in the case of each Lender (including any New an existing Lender) (and as thereby increaseda condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) 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 Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate 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 within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If no Default or Event With the prior consent of Default or Material Adverse Effect the Agent, the Borrower shall have occurred and be continuing, the Borrowers may right at any time prior and from time to time during the Termination Date term of this Agreement to request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect provided that after giving effect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase increases in the Commitments pursuant to this Section 2.15Section, Schedule 1.1A the aggregate amount of the Commitments may not exceed $1,500,000,000) by providing written notice to the Agent, which notice shall be deemed amended irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof. No Lender shall be required to reflect increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. 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 Commitment date it becomes a Lender hereunder (or increases its Commitment, in the case of each Lender (including any New an existing Lender) (and as thereby increaseda condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) 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 Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate 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 within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time prior to increase the aggregate Commitments hereunder to the Termination Date request extent that the sum of the aggregate Commitments hereunder (after giving effect to such increase) do not exceed $350,000,000 by adding to this Agreement one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase other lenders, which may include any Lender (each such notice, a “Commitment Increase Notice”); provided, however, that, (ilender an "Additional Lender") with the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount approval of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not to be unreasonably withheld or delayedwithheld). Any such Commitment Increase Notice delivered with respect to any proposed increase , each of which Additional Lenders shall have entered into an agreement in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect form and substance satisfactory to the existing Commitments (prior Borrower and the Administrative Agent pursuant to which such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of Additional Lender shall undertake a Commitment Increase Notice(if any such Additional Lender is a Lender, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (bin addition to such Lender's Commitment hereunder) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at which such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral amount at least equal to $10,000,000 or a larger multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein)1,000,000, and upon the effectiveness of such New agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Commitment Date") such Additional Lender Agreement such bank or financial institution (a “New Lender”) shall thereupon become a Lender "Lender" for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Notwithstanding the foregoing, the increase in the aggregate Commitments hereunder pursuant to this Section 2.07(e) shall not be effective unless: (i) the Borrower shall have given the Administrative Agent notice of any such increase at least 10 days prior to any such Increased Commitment Date; (ii) no Default shall have occurred and be continuing on the Increased Commitment Date (both immediately prior to and after giving effect to the increase in Commitments on the Increased Commitment Date); (iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender's sole and absolute discretion; (iv) if any Loan or Letter of Credit shall be outstanding, the Borrower shall have borrowed Loans from each of the Additional Lenders on the Increased Commitment Date, and the signature pages hereof Additional Lenders shall have made Loans to the Borrower (in the case of Eurodollar Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)) and shall be deemed to have acquired participations in any outstanding Letters of Credit, and (notwithstanding the provisions of Section 2.15 requiring that borrowings and prepayments be amended made ratably in accordance with the principal amounts of the Loans held by the Lenders) the Borrower in coordination with the Administrative Agent shall have taken such actions, including, if necessary, prepaying Loans held by the other Lenders (together with accrued interest thereon and any amounts owing pursuant to add the name Section 2.13 as a result of such New Lender.payment) in such amounts as may be necessary so that after giving effect to such Loans, purchases and prepayments the Loans (and Interest Period(s) of Eurodollar Loan(s)) and the LC Exposure shall be held by the Lenders pro rata in accordance with the respective amounts of their Commitments (as so increased) and, in that connection, the Issuing Bank shall be deemed to have released any Lenders so deemed to have sold participations in outstanding Letters of Credit on the date of such replacement from such sold participation; and (ev) Upon there shall have been no reduction of the Commitments pursuant to Section 2.07(b) on or prior to any such Increased Commitment Date. Promptly following any increase in the of Commitments pursuant to this Section 2.152.07(e), Schedule 1.1A the Administrative Agent shall be deemed amended provide notice thereof to reflect each of the Commitment Lenders. Without limiting the Obligations of each Lender (including any New Lender) as thereby increasedthe Borrower provided for in this Section 2.07, the Administrative Agent and the Lenders agree that they will use commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.13 that the Borrower would otherwise incur in connection with an increase of the Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuingAt any time, the Borrowers Borrower may at request that the Aggregate Commitment be increased; provided that, after giving effect to any time such increase, the Aggregate Commitment shall not exceed $300,000,000. Such request shall be made in a written notice given to the Administrative Agent by the Borrower not less than one (1) Business Day prior to the Termination Date request one or more increases of the Commitments by notice to the Agent in writing of the amount proposed effective date of such proposed increase increase, which notice (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) shall specify the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased proposed increase in the Aggregate Commitment and the proposed effective date of such increase. The Borrower may notify the Administrative Agent of any financial institution that shall not exceed $225,000,000, have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and (iii) any Proposed New Lender shall be consented to by the Commitments may not be increased without Administrative Agent and the consent of the Agent Issuing Bank (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any such increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice delivered with respect to any and as of the proposed effective date of the increase in the Commitments must offer each Lender an opportunity to subscribe Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for its Commitment Percentage (with respect representations and warranties for which exceptions thereto have been disclosed in writing to the existing Commitments Administrative Agent and which have been approved in writing by the Required Lenders or expressly relate to an earlier specified date) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (prior B) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit E hereto, (C) to the extent requested by the Administrative Agent, counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase and (E) the Administrative Agent shall have administered the reallocation of the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase)) . The Borrower hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender, if any, in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the increased Commitments. The conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify shall promptly advise the Borrower and each Lender of the effective date of such requestincrease. Each Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender desiring shall be a party to increase its Commitment this Agreement as a Lender and shall notify have the Agent in writing no later than ten (10) Business Days after receipt rights and obligations of notice from the Agenta Lender hereunder. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will Nothing contained herein shall constitute, or otherwise be deemed to have rejected such offer. Any agreement by be, a commitment on the part of any Lender to increase its Commitment shall be irrevocableat any time. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increased.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuingAt any time, the Borrowers Borrower may request that the total Commitments for all the Lenders (the "Aggregate Commitment") be increased; provided that, without the prior written consent of all of the Lenders, the Aggregate Commitment shall at any no time exceed $200,000,000. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Borrower not less than ten (10) Business Days prior to the Termination Date request one or more increases proposed effective date of the Commitments by such increase, which notice to the Agent in writing of (a "Commitment Increase Notice") shall specify the amount of such the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. The Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "Lender" party hereto (each such notice, a “"Proposed New Lender") in connection with the Commitment Increase Notice”); provided, however, that, (i) Notice and any Proposed New Lender shall be consented to by the Commitment of any Lender may not be increased without such Lender’s consent, (ii) Administrative Agent and the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent Issuing Bank (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender's and Proposed New Lenders' Commitment (the "Effective Commitment Amount") and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any such increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) the Borrower shall have obtained the consent thereto of each Subsidiary Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice delivered with respect to any and as of the proposed effective date of the increase in the Commitments must offer each Lender an opportunity to subscribe Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for its Commitment Percentage (with respect representations and warranties for which exceptions thereto have been disclosed in writing to the existing Commitments Administrative Agent and which have been approved in writing by the Required Lenders) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (prior C) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a "Commitment" in support of such increase in the Aggregate Commitment shall have executed and delivered a "Commitment and Acceptance" substantially in the form of Exhibit C, (D) counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (E) the Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase and (F) the Administrative Agent shall have administered the reallocation of the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase)) . The Borrower hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the increased Commitments. The conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify shall promptly advise the Borrower and each Lender of the effective date of such requestincrease. Each Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender desiring shall be a party to increase its Commitment this Agreement as a Lender and shall notify have the Agent in writing no later than ten (10) Business Days after receipt rights and obligations of notice from the Agenta Lender hereunder. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will Nothing contained herein shall constitute, or otherwise be deemed to have rejected such offer. Any agreement by be, a commitment on the part of any Lender to increase its Commitment shall be irrevocableat any time. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increased.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5.0 million, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Termination Commitment Date request of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more increases Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “requested Commitment Increase Notice”)Increase; provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender each such Eligible Assignee shall be in an amount of not be less than $15,000,000 and shall be in 1.0 million or an integral multiple of $5,000,0001.0 million in excess thereof. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any such Eligible Assignee that agrees to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or acquire a portion of such unsubscribed portion of the increased CommitmentsCommitment pursuant hereto is herein called an “Additional Lender”. (ciii) Any existing Lender that accepts Effective on the Borrowers’ offer to increase its Commitment shall execute a Commitment Requested Increase Agreement with the BorrowersDate, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on terms and conditions hereof, (x) the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Commitment Schedule shall be deemed to be amended to add reflect the name increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such New LenderRequested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (eiv) Upon If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15, Schedule 1.1A 2.22 shall be deemed amended to reflect the Commitment of each Lender effective unless: (including any New Lenderi) as thereby increasedof the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate), other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent, or otherwise in form and substance reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) after giving effect to such Commitment Increases, the aggregate principal amount of all such Commitment Increases incurred since the Effective Date shall not exceed $100.0 million; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance.

Increase of Commitments. (a) If no Default With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or Event of Default or Material Adverse Effect delayed, the Borrower shall have occurred and be continuing, the Borrowers may right at any time prior and from time to the Termination Date time to request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect provided that after giving effect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase increases in the Commitments pursuant to this Section 2.15Section, Schedule 1.1A the aggregate amount of the Commitments may not exceed $600,000,000) by providing written notice to the Agent, which notice shall be deemed amended irrevocable once given and shall be forwarded by the Agent to reflect each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. 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 increases its Commitment, in the case of each Lender (including any New an existing Lender) (and as thereby increaseda condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, increase the amount of its Commitment Percentage), in each case, as determined after giving effect to the increase of Commitments, of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) 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 Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate 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 within 5 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers The Company may at any time prior to the Termination Date request on one or more increases of the Commitments occasions, by written notice to the Agent Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in writing this Section being called an “Increasing Lender”), which may include any Lender, cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the amount of Increasing Lenders to be increased, as the case may be (any such proposed increase (each such noticeextension or increase, a “Commitment Increase NoticeIncrease”), in an amount for each Increasing Lender set forth in such notice; provided, however, that, provided that (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased all Commitment Increases effected pursuant to this paragraph shall not exceed $225,000,000250,000,000, and (iiiii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the Commitments may not be increased without the consent approval of the Administrative Agent and the Company (which consent shall in each case not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to any existing this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Company and (iv) no Lender or to one or more additional banks or financial institutions the opportunity shall be required to participate in all or a portion any Commitment Increase. New Commitments and increases in Commitments shall, subject to the terms and conditions of such unsubscribed portion of this Section, become effective on the Commitments, by notifying date specified in the Agent; provided, that applicable notice delivered pursuant to this paragraph. Upon the Commitment effectiveness of any New accession agreement to which any Increasing Lender is a party, such Increasing Lender shall not thereafter be less than $15,000,000 deemed to be a party to this Agreement and shall be in an integral multiple of $5,000,000. Promptly entitled to all rights, benefits and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound byprivileges, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to all the limitations on obligations, of a Lender hereunder. For the amounts thereof set forth herein)avoidance of doubt, and upon the effectiveness of any Commitment Increase, the Applicable Percentages of all the Lenders shall automatically be adjusted to give effect thereto. (a) On the effective date of any Commitment Increase pursuant to this Section (the “Increase Effective Date”), (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to such New Lender Agreement such bank or financial institution Commitment Increase on the Increase Effective Date (a the “New LenderInitial Loans”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended repaid, (ii) after the effectiveness of the Commitment Increase, the Company shall be deemed to add have requested new Borrowings (the name “Subsequent Borrowings”) in an aggregate principal amount equal to the 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 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage of the Commitments (calculated after giving effect to the Commitment Increase) of each Subsequent Borrowing and (B) such Lender’s Applicable Percentage of the Commitments (calculated without giving effect to the Commitment Increase) of each Borrowing comprised of Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such New funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage of the Commitments (calculated without giving effect to the Commitment Increase) of each Borrowing comprised of Initial Loans and (B) such Lender’s Applicable Percentage of the Commitments (calculated after giving effect to the Commitment Increase) of the amount of each Subsequent Borrowing, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vi) the Company shall pay to each 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 Eurocurrency Loan shall be subject to indemnification by the Company pursuant to the provisions of Section 2.13 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (eb) Upon any Notwithstanding the foregoing, no increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect (or in the Commitment of each Lender (including any New Lender) as thereby increased.shall become effective under this Section unless, on the applicable Increase Effective Date, (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at any time prior Subject to the Termination Date request one or more increases occurrence of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, thatFirst Amendment Effective Date, (i) each of the Increasing Lenders hereby severally and not jointly agrees to a Commitment of any Increase such that, after giving effect to such Commitment Increase, such Increasing Lender may not be increased without such Lender’s consenthas a Commitment in the amount set forth on Annex A attached hereto, (ii) the aggregate amount each of the Additional Lenders hereby severally and not jointly agrees to provide Additional Commitments as so increased shall not exceed $225,000,000such that, after giving effect to such Additional Commitments, such Additional Lender has a Commitment in the amount set forth on Annex A attached hereto and (iii) the Commitments may not be increased without the consent each of the Agent (which consent shall Incremental Lenders agrees to make one or more Revolving Loans and purchase participations in L/C Obligations in an aggregate amount not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity exceed its Commitment, after giving effect to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocableIncremental Commitment. (b) If any proposed increase The Incremental Commitments provided pursuant to this Increase and Amendment Agreement will constitute Commitments under, and as defined in, the Credit Agreement and are in addition to the Commitments is not fully subscribed by under the existing Lenders Credit Agreement in effect immediately prior to the effectiveness of this Increase and Amendment Agreement. Each Increasing Lender, each Additional Lender, the Borrower, the Administrative Agent and each Issuing Bank each acknowledge and agree that, upon the incurrence of Loans pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent Incremental Commitments provided under this Increase and Amendment Agreement and Section 2.17 of the Agent as to any Person that is not at Credit Agreement, such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in Loans will constitute Revolving Loans for all or a portion of such unsubscribed portion purposes of the Commitments, by notifying Credit Agreement and the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsother Credit Documents. (c) Any existing Each Increasing Lender (a) confirms that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors (i) it has full power and the Agent, whereupon such Lender shall be bound byauthority, and entitled has taken all action necessary, to execute and deliver this Increase and Amendment Agreement and to consummate the benefits oftransactions contemplated hereby, this Agreement with respect (ii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the full amount of most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its Commitment as so increased.own credit analysis and (d) Any additional bank or financial institution which is not an existing Each Additional Lender (a) represents, warrants and which accepts the Borrowers’ offer agrees that (i) it has full power and authority, and has taken all action necessary, to participate in the increased Commitments shall execute and deliver this Increase and Amendment Agreement and to consummate the Agenttransactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the Borrowers and requirements to be an assignee under Section 10.10(a) of the Guarantors a New Lender Credit Agreement setting forth its Commitment (subject to such consents, if any, as may be required under Section 10.10(a) of the limitations on the amounts thereof set forth hereinCredit Agreement), (iii) from and upon after the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and entitled shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the benefits type represented by the rights under the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire the rights under the Credit Agreement, is experienced in acquiring assets of this such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the signature pages hereof shall be opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Increase and Amendment Agreement, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Increase and Amendment Agreement, and (vii) it has provided to the Administrative Agent any documentation required to be amended delivered by it pursuant to add the name terms of the Credit Agreement (including, without limitation, such New documentation as may be applicable to such Additional Lender pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by the Additional Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender. (e) Upon On and after the First Amendment Effective Date, each Incremental Lender (x) will be obligated to make Revolving Loans and purchase participations in L/C Obligations in such amounts as will not cause its Revolving Credit Exposure at any increase time to exceed its aggregate Commitment (after giving effect to its Incremental Commitment) on the terms, and subject to the conditions, set forth in the Commitments Credit Agreement, (y) will be obligated to make Revolving Loans on the terms, and subject to the conditions, set forth in the Credit Agreement, and (z) has the rights and obligations of a Lender under the Credit Agreement and the other Credit Documents. Nothing contained in this Increase and Amendment Agreement will, or will be interpreted to, limit any rights or obligations of any Increasing Lender under the Credit Agreement with respect to any (f) The Borrower acknowledges and agrees that it will be liable, to the extent of its applicable Borrowings, for all Obligations with respect to each Incremental Commitment including, without limitation, any Loans made pursuant thereto. Each Transaction Party acknowledges and agrees that all Obligations with respect to the Incremental Commitment including, without limitation, any Loans made pursuant thereto, will be secured as set forth in the Collateral Documents and guaranteed as set forth in the Guaranty Agreements and Guaranty Supplements. (g) The Required Lenders and the Issuing Banks acknowledge and agree that the procedural requirements set forth in Section 2.17 of the Credit Agreement have been met in connection with this Section 2.15Increase and Amendment Agreement and, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increasedextent such procedures have not been followed, waive such requirements and consent to and ratify the Administrative Agent’s actions in connection with this Increase and Amendment Agreement.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Company may at any time prior to the Termination Date request one or more increases an increase of the Commitments Total Commitment by notice thereof to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); , in an amount not less than $25,000,000 nor more than $400,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, howeverfollowing any such increase, that, (i) the Total Acquisition Loan Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent 40% of the Agent (which consent shall not be unreasonably withheld or delayed)Total Commitment. Any such Commitment Increase Notice delivered with respect shall be in a form reasonably satisfactory to any proposed increase in the Commitments Agent, and must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to pro rata share of each increased Commitment. If the existing Commitments (prior to such increase)) Company does not receive either telephonic or written notice from the Agent that all of the increased Commitments. The Agent shall, Commitment is subscribed for by the Lenders within five fifteen (515) Business Days after receipt the delivery of a the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers Company may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsincreased Commitments pursuant to Section 5.18(b) or Section 5.18(c), by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsas applicable. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Company selects to offer to participate participation in the increased Commitments shall execute Commitments, and deliver that elects to become a party to this Agreement with the Agent, the Borrowers Company and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereto hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the signature pages hereof same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or more New Lender Agreements, the Agent shall be deemed to be amended to add enter such New Lender and its Commitment in the name Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New LenderLender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to the Agent of one or more Commitment (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Upon Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 2.155.18, Schedule 1.1A the aggregate amount of the Commitments shall be deemed amended not exceed $2,400,000,000. (g) The Company shall execute and deliver a Note or Notes to reflect each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Commitment amount of each Lender (including any New Lender) as thereby increasedsaid Persons’ Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time prior to increase the aggregate Commitments hereunder to the Termination Date request extent that the sum of the aggregate Commitments hereunder (after giving effect to such increase) do not exceed $850,000,000 by adding to this Agreement one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase other lenders, which may include any Lender (each such notice, a lender an “Commitment Increase NoticeAdditional Lender”); provided, however, that, (i) with the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount approval of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not to be unreasonably withheld or delayedwithheld). Any such Commitment Increase Notice delivered with respect to any proposed increase , each of which Additional Lenders shall have entered into an agreement in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect form and substance reasonably satisfactory to the existing Commitments (prior Borrower and the Administrative Agent pursuant to which such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of Additional Lender shall undertake a Commitment Increase Notice(if any such Additional Lender is a Lender, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (bin addition to such Lender’s Commitment hereunder) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at which such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral amount at least equal to $10,000,000 or a larger multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein)1,000,000, and upon the effectiveness of such New agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the “Increased Commitment Date”) such Additional Lender Agreement such bank or financial institution (shall thereupon become a “New Lender”) shall become a Lender ” for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Notwithstanding the foregoing, the increase in the aggregate Commitments hereunder pursuant to this Section 2.07(e) shall not be effective unless: (i) the Borrower shall have given the Administrative Agent notice of any such increase at least 10 days prior to any such Increased Commitment Date; (ii) no Default shall have occurred and be continuing on the Increased Commitment Date (both immediately prior to and after giving effect to the increase in Commitments on the Increased Commitment Date); (iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; and (iv) if any Loan or Letter of Credit shall be outstanding, the Borrower shall have borrowed Loans from each of the Additional Lenders on the Increased Commitment Date, and the signature pages hereof Additional Lenders shall have made Loans to the Borrower (in the case of Eurodollar Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)) and shall be deemed to have acquired participations in any outstanding Letters of Credit, and (notwithstanding the provisions of Section 2.15 requiring that borrowings and prepayments be amended made ratably in accordance with the principal amounts of the Loans held by the Lenders) the Borrower in coordination with the Administrative Agent shall have taken such actions, including, if necessary, prepaying Loans held by the other Lenders (together with accrued interest thereon and any amounts owing pursuant to add the name Section 2.13 as a result of such New Lender. payment) in such amounts as may be necessary so that after giving effect to such Loans, purchases and prepayments the Loans (eand Interest Period(s) Upon of Eurodollar Loan(s)) and the LC Exposure shall be held by the Lenders pro rata in accordance with the respective amounts of their Commitments (as so increased) and, in that connection, the Issuing Bank shall be deemed to have released any Lenders so deemed to have sold participations in outstanding Letters of Credit on the date of such replacement from such sold participation. Promptly following any increase in the of Commitments pursuant to this Section 2.152.07(e), Schedule 1.1A the Administrative Agent shall be deemed amended provide notice thereof to reflect each of the Commitment Lenders. Without limiting the Obligations of each Lender (including any New Lender) as thereby increasedthe Borrower provided for in this Section 2.07, the Administrative Agent and the Lenders agree that they will use commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.13 that the Borrower would otherwise incur in connection with an increase of the Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Borrower may at any time prior and from time to the Termination Date time request one or more increases an increase of the aggregate Revolving Loan Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, that (i) each such increase shall be at least $25,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.19 shall not exceed $80,000,000 (so that the maximum amount of the revised Revolving Loan Commitments shall not be greater than $350,000,000) and (iii) the Revolving Loan Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Administrative Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Revolving Loan Commitment shall so notify the Administrative Agent in writing no later than ten (10) Business Days 20 days after receipt by the Lender of notice from the Agentsuch request. Any Lender that does not notify accepts an offer to it by the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender Borrower to increase its Revolving Loan Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers maythis Section 2.19 shall, in their sole discretioneach case, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors Borrower and the Administrative Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this AgreementAgreement with respect to the full amount of its Revolving Loan Commitment as so increased, and the signature pages definition of Revolving Loan Commitment in Section 1.01 hereof shall be deemed to be amended to add reflect such increase. Any Lender that does not notify the name of Administrative Agent within such New Lender. (e) Upon any period that it will increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A its Revolving Loan Commitment shall be deemed amended to reflect have rejected such offer to increase its Revolving Loan Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolving Loan Commitment. Any agreement to increase a Lender’s pro rata share of the increased Revolving Loan Commitment shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of each Lender (including any New Lender) as thereby increasedall other increasing Lenders.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Borrower may at any time prior and from time to the Termination Date time request one or more increases an increase of the aggregate Revolving Loan Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, that (i) each such increase shall be at least $25,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.19 shall not exceed $100,000,000 (so that the maximum amount of the revised Revolving Loan Commitments shall not be greater than $450,000,000) and (iii) the Revolving Loan Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Administrative Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Revolving Loan Commitment shall so notify the Administrative Agent in writing no later than ten (10) Business Days 20 days after receipt by the Lender of notice from such request. Any Lender that accepts an offer to it by the Borrower to increase its Revolving Loan Commitment pursuant to this Section 2.19 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Loan Commitment as so increased, and the definition of Revolving Loan Commitment in Section 1.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that does not notify the Administrative Agent within the time such period specified above that it will increase its Revolving Loan Commitment will shall be deemed to have rejected such offeroffer to increase its Revolving Loan Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolving Loan Commitment. Any agreement by a Lender to increase its a Lender’s pro rata share of the increased Revolving Loan Commitment shall be irrevocableirrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (b) If any proposed increase in portion of the increased Revolving Loan Commitments is not fully subscribed for by the existing Lenders pursuant to the procedure outlined in clause (a) precedingsuch Lenders, the Borrowers Borrower may, in their its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsincreased Revolving Loan Commitments pursuant to paragraph (c) or (d) below, as applicable, by notifying the Administrative Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers Borrower of their its desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified thereintherein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Revolving Loan Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Borrower selects to offer to participate participation in the increased Revolving Loan Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors Administrative Agent a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein)Revolving Loan Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Revolving Loan Commitment in Section 1.01 hereof shall be deemed amended to increase the aggregate Revolving Loan Commitments of the Lenders by the Revolving Loan Commitment of such New Lender, provided that the Revolving Loan Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. (d) Any Lender that accepts an offer to it by the Borrower to increase its Revolving Loan Commitment pursuant to this Section 2.19 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Loan Commitment as so increased, and the definition of Revolving Loan Commitment in Section 1.01 hereof shall be deemed to be amended to reflect such increase. (e) Upon The effectiveness of any increase New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (f) If any bank or financial institution becomes a New Lender pursuant to this Section 2.152.19(c) or any Lender’s Revolving Loan Commitment is increased pursuant to Section 2.19(d), Schedule 1.1A additional Revolving Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be deemed amended made pro rata based on their respective Revolving Loan Commitments in effect on or after such Re-Allocation Date (except to reflect the Commitment extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of each Revolving Loans in excess of its Revolving Loan Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Revolving Loan Commitments to the extent of, and pro rata based on, their respective Revolving Loan Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loans, on the date of such increase, and the making of new Loans of the same Type pro rata based on the respective Revolving Loan Commitments in effect on and after such Re-Allocation Date. (including g) If on any New Lender) as thereby increasedRe-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. (a) If At any time after the date hereof, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Company may at any time prior to the Termination Date request one or more increases an increase of the Commitments Total Commitment by notice thereof to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); , in an amount not less than $25,000,000 nor more than $300,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, howeverfollowing any such increase, that, (i) the Acquisition Loan Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and twenty-five percent (iii25%) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed)Total Commitment. Any such Commitment Increase Notice delivered with respect shall be in a form reasonably satisfactory to any proposed increase in the Commitments Agent, and must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to pro rata share of each increased Commitment. If the existing Commitments (prior to such increase)) Company does not receive either telephonic or written notice from the Agent that all of the increased Commitments. The Agent shall, Commitment is subscribed for by the Lenders within five fifteen (515) Business Days after receipt the delivery of a the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers Company may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsincreased Commitments pursuant to Section 5.18(b) or Section 5.18(c), by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsas applicable. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Company selects to offer to participate participation in the increased Commitments shall execute Commitments, and deliver that elects to become a party to this Agreement with the Agent, the Borrowers Company and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereto hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment , both in the signature pages hereof shall be deemed same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be amended bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to add the name Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New LenderLender and the Total Commitments, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Upon Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c), (the “Re-Allocation Date”) shall be made pro rata based on their respective Floor Plan Loan Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 2.155.18, Schedule 1.1A the aggregate amount of the Commitments shall be deemed amended not exceed $1,250,000,000. (g) The Company shall execute and deliver a Note or Notes to reflect each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Commitment amount of each Lender (including any New Lender) as thereby increasedsaid Persons’ Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the The Borrowers may at any from time to time after the Effective Date, by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Termination Date request Increase Effective Date), executed by the Borrowers and one or more increases financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the Commitments by notice Increasing Lenders to the Agent in writing of the amount of be increased (any such proposed extension or increase (each such notice, being called a “Commitment Increase NoticeIncrease”), in an amount set forth in such notice; provided, however, that, that (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased Commitment Increases becoming effective on any single date shall not be at least $25,000,000 (or such lesser amount consented to by the Administrative Agent), (ii) at no time shall the aggregate amount of Commitments, giving effect to the Commitment Increases effected pursuant to this paragraph, exceed $225,000,0001,100,000,000, and (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the Commitments may not be increased without the consent approval of the Administrative Agent (which consent approval shall not be unreasonably withheld or delayed) and shall complete an Administrative Questionnaire and (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrowers (an “Accession Agreement”). Any such Commitment Increase Notice delivered with respect to any proposed increase New Commitments and increases in Commitments shall become effective on the date specified in the Commitments must offer each applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender an opportunity is a party, (A) such Increasing Lender shall thereafter be deemed to subscribe for its Commitment Percentage be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and subject to all obligations of, a Lender hereunder and (with respect to the existing Commitments (prior to such increase)B) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment Schedule 2.01 shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected been amended to reflect the Commitments of such offerIncreasing Lender as provided in such Accession Agreement. Any agreement by Upon the effectiveness of any increase pursuant to this Section in any Commitment of a Lender to increase its Commitment already a party hereto, Schedule 2.01 shall be irrevocabledeemed to have been amended to reflect the increased Commitment of such Lender. (b) If On the effective date of any proposed increase in the Commitments is not fully subscribed by the existing Lenders Commitment Increase pursuant to this Section (the procedure outlined in clause (a“Increase Effective Date”) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and 30 days prior to the Maturity Date), (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the applicable Borrowers shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or aggregate principal amount equal to the additional banks or financial institutions identified thereinaggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Applicable Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage of the Commitments (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage of the Commitments (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall notify such proposed lenders of pay to each Lender the opportunity to participate in all or a portion of such unsubscribed portion funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage of the increased CommitmentsCommitments (calculated without giving effect to the Commitment Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage of the Commitments (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the applicable Borrower shall pay each 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 LIBO Rate Loan shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 2.14 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Any existing Lender that accepts Notwithstanding the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowersforegoing, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any no increase in the Commitments pursuant to (or in any Commitment of any Lender) shall become effective under this Section 2.15unless, Schedule 1.1A on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed amended to reflect be references to such increase) and the Commitment Administrative Agent shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to that effect dated such date and executed by a Financial Officer of each Lender (including any New Lender) as thereby increasedBorrower.

Increase of Commitments. (a) If Provided that no Default or Event of Default or Material Adverse Effect shall have has occurred and be is continuing, the Borrowers may Borrower may, at any time prior and from time to time, provide a written request to the Termination Date request one or more increases Administrative Agent to increase the Commitments of the Commitments Facility by notice up to an aggregate maximum amount of Twenty Million Dollars ($20,000,000.00) so that the aggregate Maximum Amount is One Hundred Million Dollars ($100,000,000). Subject to the Agent terms hereof, Borrower may request to obtain such increase in writing Commitments (“Proposed Increased Commitment”) from Lenders or banks, financial institutions or other entities other than the Lenders. Borrower may offer the opportunity to provide all or a portion of the amount of such proposed increase (each such notice, a “Proposed Increased Commitment Increase Notice”); provided, however, that, to (i) the Commitment of any Lender may not be increased without such Lender’s consent, other Lenders and/or (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000other banks, and (iii) the Commitments may not be increased without financial institutions or other entities with the consent of the Administrative Agent and the L/C Issuer (which consent consents of the Administrative Agent and the L/C Issuer shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer If offered by Borrower, each Lender an opportunity to subscribe for its Commitment Percentage (with respect to shall have the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretionright, but with not the consent of the Agent as obligation to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer commit to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion its pro rata amount of the Proposed Increased Commitment based on the then existing allocation of Commitments. As a precondition to such Proposed Increased Commitment becoming effective, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and Asset Coverage Ratio covenant shall be in an integral multiple of $5,000,000met respecting such new Maximum Amount. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any additional bank, financial institution or other entity which Borrower selects to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts aggregate Commitments in accordance with the Borrowers’ offer terms hereof and which elects to increase its become a party to this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to this Section shall execute such instruments, documents and agreements as the Administrative Agent shall determine to cause such bank, financial institution or other entity to become a Commitment Increase Agreement with the Borrowers, the Guarantors and the AgentLender hereunder, whereupon such Lender shall be bound bybank, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) other entity shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and provided that the signature pages hereof Commitment of any such bank, financial institution or other entity shall be deemed to be amended to add the name in an amount of such New Lendernot less than $5,000,000. (eb) Upon any increase in the aggregate Commitments pursuant to this Section 2.152.18(a), Schedule 1.1A within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any LIBOR Loans then outstanding, Borrower shall prepay such Loans in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Section 5.02, Borrower shall reborrow Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion. Effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, after giving effective to such adjustments, the Lenders shall hold participations in each such Letter of Credit in the proportion its respective Commitment bears to the aggregate Commitments of all of the Lenders after giving effect to such increase. The Collateral Trustee and Borrower shall execute and deliver such documents and instruments deemed amended reasonably necessary by either of them to reflect maintain the Commitment perfection and priority of each Lender (including any New Lender) as thereby increasedthe Liens on the Collateral with respect to such increase in the aggregate Commitments.

Increase of Commitments. (a) If At any time after the Effective Date, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at any time prior to the Termination Date request one or more increases an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the "OFFERED INCREASE AMOUNT") of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed"COMMITMENT INCREASE NOTICE"). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) pro rata share of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in portion of the increased Commitments is not fully subscribed for by the existing Lenders pursuant to the procedure outlined in clause (a) precedingLenders, the Borrowers may, in their sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayedwithheld), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsincreased Commitments pursuant to paragraph (b) or (c) below, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsas applicable. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Borrowers select to offer to participate participation in the increased Commitments Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute and deliver to the Agent, a New Lender Agreement with the Borrowers and the Guarantors Administrative Agent, substantially in the form of Exhibit E (a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein"NEW LENDER AGREEMENT"), and upon the effectiveness of such New Lender Agreement whereupon such bank or financial institution (a “New Lender”"NEW LENDER") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages and Schedule III hereof shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than Cdn.$5,000,000. (c) Any Lender that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit F (a "COMMITMENT INCREASE AGREEMENT"), whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule III hereof shall be deemed to be amended to so increase the Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto, in each case, in form and substance satisfactory to the Administrative Agent. (e) Upon If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to Section 2.20(c), additional Advances made on or after the effectiveness thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Prime Rate Advances or Base Rate Advances, the existing Lenders shall be deemed to have made partial assignments thereof to the New Lenders and/or Lenders with such increased Commitments in such amounts that, after giving effect thereto, the Prime Rate Advances and Base Rate Advances outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate Advances, such Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the respective principal amounts thereof outstanding. In the event that on any such Re-Allocation Date there is an unpaid principal amount of B/A Advances, such B/A Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Contract Periods, and repayments of such B/A Advances will be paid thereon to the respective Lenders holding such B/As based on the respective face amounts thereof. (f) Notwithstanding anything to the contrary in this Section 2.20, (i) no increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A 2.20 shall be deemed amended effective without the consent of the Required Lenders, (ii) no Lender shall have any obligation to reflect increase its Commitment unless it agrees to do so in its sole discretion and (iii) the Commitment of aggregate amount by which the Commitments hereunder are increased pursuant to this Section 2.20 shall not exceed Cdn. [$141,426,000]. (g) Each Borrower shall execute and deliver a Note to each new bank or other financial institution becoming a Lender (including any New Lender) as thereby increasedthat requests one.

Increase of Commitments. (a) If no Default or Event By delivery of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at any time prior to the Termination Date request one or more increases of the Commitments by notice an effective Increase Notice to the Agent in writing (which the Agent shall promptly distribute to the Banks), the Borrower may request an increase of the aggregate amount of such proposed increase the Commitments; provided that (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (iia) the aggregate amount of the Commitments as so increased both before and after giving effect to such requested increase shall not exceed $225,000,000275,000,000, (b) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iiic) the Commitments may not Borrower shall cause to be increased without the consent of delivered to the Agent a commitment (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect commitments) from (i) at least one Bank that commits to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect lending to the existing Commitments Borrower more than its then current Commitment (prior such Bank to be referred to herein as an "Existing Bank" and such increase)amount of its commitment above its then current Commitment to be referred to herein as a "Commitment Supplement") and/or (ii) any other Person (including an Affiliate of a Bank) that meets the requirements (other than the approval requirement) of clause (a) or (b) of the increased Commitmentsdefinition of "Eligible Assignee" (as defined in Article I hereof) and that commits to lending to the Borrower and becoming a Bank under this Agreement (such Person to be referred to herein as a "New Bank" and the amount of its commitment to be referred to herein as a "New Commitment") (each Existing Bank and each New Bank to be referred to herein collectively as the "Supplementing Banks"). The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after Upon receipt of notice from the Agent. Any Lender Agent to the Banks and the Borrower that does not notify the Supplementing Banks have agreed to commit to increase the Commitments by an aggregate amount equal to the Increase Amount (as defined below) and execution and delivery by the Borrower, the Agent within and the time period specified above that it will increase its Supplementing Banks of an Increased Commitment Agreement evidencing such agreement, then (A) the then current aggregate Commitments shall be increased by the Increase Amount, (B) the then current Commitment of each Existing Bank shall be increased by such Existing Bank's Commitment Supplement and (C) each of the New Banks will be deemed to have rejected added as a Bank under this Agreement and each such offer. Any agreement by a Lender to increase its New Bank's Commitment shall be irrevocable. such New Bank's New Commitment. On the effective date of the Increased Commitment Agreement, the Borrower shall request a Revolving Advance hereunder, which Revolving Advance shall be made by (band only by) If any proposed increase the Supplementing Banks in the Commitments is not fully subscribed appropriate amounts as provided below. The proceeds of such Revolving Advance shall be utilized by the existing Lenders pursuant Borrower to repay the Banks that did not agree to increase their Commitments, such Revolving Advance and repayment to be in amounts sufficient so that, after giving effect to the procedure outlined in clause (a) precedingIncreased Commitment Agreement, the Borrowers may, Revolving Advances and the Letter of Credit Exposure shall be held by the Banks according to their Pro Rata Share of the Commitments as increased in their sole discretion, but accordance with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Increased Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased CommitmentsAgreement. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increased.

Increase of Commitments. (a) If The Borrower may from time to time (but not more than five times), so long as no Default or Event of Default or Material Adverse Effect shall have occurred and be continuingexists, the Borrowers may at any time prior to the Termination Date request one or more increases of the Commitments by notice to the Agent an increase in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, by delivering a written request (an “Increase Request”) to the Administrative Agent and (iii) the Commitments may not be increased without Lenders; provided that the consent aggregate amount of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase all increases in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.152.3 shall not exceed $100,000,000. Any Increase Request shall specify (i) the date (the “Increase Response Date”) by which any Lender or prospective Lender that is willing to increase its Commitment must respond to such request, Schedule 1.1A (ii) the date (the “Increase Effective Date”) on which the requested increase is to become effective (which shall be deemed amended at least five Business Days after the related Increase Response Date) and (iii) the amount of the requested increase (which shall be $10,000,000 or a higher integral multiple of $1,000,000). No Lender shall be obligated to reflect increase its commitment pursuant to any Increase Request. (b) Not later than the Increase Response Date for an Increase Request, any Lender or prospective Lender that is willing to increase its Commitment in response to such Increase Request (an “Increasing Lender”) shall notify the Borrower and the Administrative Agent of the amount by which such Lender or prospective Lender is willing to increase its Commitment (which amount shall be an integral multiple of $1,000,000). On the first Business Day after the Increase Response Date, the Administrative Agent shall notify the Increasing Lenders of the amounts of their respective increases (it being understood that if the aggregate amount of increased Commitments offered pursuant to an Increase Request exceeds the amount requested, the Borrower, in consultation with the Administrative Agent, may (subject to the limitation in clause (a) above) accept all or any portion of such excess offered Commitments and/or allocate the increases in the Commitments among the Increasing Lenders). On the applicable Increase Effective Date, the Commitment of each Increasing Lender shall be increased by the amount offered by (including or, if applicable, allocated to) such Increasing Lender and the aggregate amount of the Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (c) If any New Increasing Lender is not a Lender prior to the related Increase Effective Date, such Increasing Lender shall be subject to approval by the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed) and such Increasing Lender, the Borrower and the Administrative Agent shall sign and deliver a joinder agreement (a “Joinder Agreement”), substantially in form and substance as Exhibit L, pursuant to which such Increasing Lender shall become a party to this Agreement. (d) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as thereby increasedapplicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the aggregate amount of the Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the aggregate amount of the Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5 million, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitment (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Termination Commitment Date request of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more increases Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “requested Commitment Increase Notice”)Increase; provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender each such Eligible Assignee shall be in an amount of not be less than $15,000,000 and shall be in 1 million or an integral multiple of $5,000,0001 million in excess thereof. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any such Eligible Assignee that agrees to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or acquire a portion of such unsubscribed portion of the increased CommitmentsCommitment pursuant hereto is herein called an “Additional Lender”. (ciii) Any existing Lender that accepts Effective on the Borrowers’ offer to increase its Commitment shall execute a Commitment Requested Increase Agreement with the BorrowersDate, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on terms and conditions hereof, (x) the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Commitment Schedule shall be deemed to be amended to add reflect the name increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such New LenderRequested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (eiv) Upon If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15, Schedule 1.1A 2.22 shall be deemed amended to reflect the Commitment of each Lender effective unless: (including any New Lenderi) as thereby increasedof the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) after giving effect to such Commitment Increases, the aggregate principal amount of all such Commitment Increases incurred since the Effective Date shall not exceed $200 million; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance.

Increase of Commitments. (a) If no Default or Event By delivery of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at any time prior to the Termination Date request one or more increases of the Commitments by notice an effective Increase Notice to the Agent in writing (which the Agent shall promptly distribute to the Banks), the Company may request an increase of the aggregate amount of such proposed increase the Commitments; provided that (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (iia) the aggregate amount of the Commitments as so increased both before and after giving effect to such requested increase shall not exceed $225,000,000275,000,000, (b) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iiic) the Commitments may not Company shall cause to be increased without the consent of delivered to the Agent a commitment (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect commitments) from (i) at least one Bank that commits to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect lending to the existing Commitments Borrowers more than its then current Commitment (prior such Bank to be referred to herein as an "Existing Bank" and such increase)amount of its commitment above its then current Commitment to be referred to herein as a "Commitment Supplement") and/or (ii) any other Person (including an Affiliate of a Bank) that meets the requirements (other than the approval requirement) of clause (a) or (b) of the increased Commitmentsdefinition of "Eligible Assignee" (as defined in Article I hereof) and that commits to lending to the Borrowers and becoming a Bank under this Agreement (such Person to be referred to herein as a "New Bank" and the amount of its commitment to be referred to herein as a "New Commitment") (each Existing Bank and each New Bank to be referred to herein collectively as the "Supplementing Banks"). The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after Upon receipt of notice from the Agent. Any Lender Agent to the Banks and the Company that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed Supplementing Banks have agreed to have rejected such offer. Any agreement by a Lender commit to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant an aggregate amount equal to the procedure outlined in clause Increase Amount (aas defined below) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, and execution and delivery by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors Agent and the AgentSupplementing Banks of an Increased Commitment Agreement evidencing such agreement, whereupon such Lender then (A) the then current aggregate Commitments shall be bound byincreased by the Increase Amount, (B) the then current Commitment of each Existing Bank shall be increased by such Existing Bank's Commitment Supplement and entitled to (C) each of the benefits of, New Banks will be added as a Bank under this Agreement with respect to and each such New Bank's Commitment shall be such New Bank's New Commitment. On the full amount effective date of its the Increased Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the AgentAgreement, the Borrowers shall request a Revolving Advance hereunder, which Revolving Advance shall be made by (and only by) the Supplementing Banks in the appropriate amounts as provided below. The proceeds of such Revolving Advance shall be utilized by the Borrowers to repay the Banks that did not agree to increase their Commitments, such Revolving Advance and repayment to be in amounts sufficient so that, after giving effect to the Increased Commitment Agreement, the Revolving Advances and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness Letter of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and Credit Exposure shall be bound held by and entitled the Banks according to the benefits their Pro Rata Share of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect as increased in accordance with the Increased Commitment of each Lender (including any New Lender) as thereby increasedAgreement.

Increase of Commitments. (a) If At any time, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Company may at any request from time prior to the Termination Date request time one or more increases of the Commitments Aggregate Commitment by notice to the Agent in writing of the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) pro rata share of the increased Commitmentsrequested increase in the Aggregate Commitment, and the Agent shall promptly provide to each Lender a copy of any Commitment Increase Notice received by the Agent. The Agent shall, within five (5) Business Days Within 10 days after receipt by the Agent of a the applicable Commitment Increase Notice, notify each Lender wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such request. Each Lender desiring fact to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed portion of the requested increase in the Commitments Aggregate Commitment is not fully subscribed for by the existing Lenders pursuant to the procedure outlined in clause (a) precedingwithin such 10-day period, the Borrowers Company may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying requested increase in the Agent; provided, that the Aggregate Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five pursuant to Section 2.16 (5b) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowersbelow, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased.applicable; (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Company selects to offer to participate a participation in the unsubscribed portion of the increased Commitments Aggregate Commitment, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a “New Lender Agreement”), in Proper Form, with the Company and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement whereupon such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (eLender and Schedule 2.1(a) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A attached hereto shall be deemed amended to reflect add the name and Commitment of such New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than $5,000,000; (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 2.16 shall, in each case, execute a commitment increase agreement (a “Commitment Increase Agreement”), in Proper Form, with the Company and the Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.1(a) attached hereto shall be deemed to be amended to reflect such increase in the Commitment of such Lender; (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company, if any, as the Agent shall reasonably request with respect thereto, in each case in Proper Form; (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.16(b) or if any Lender’s Commitment is increased pursuant to Section 2.16(c), additional Loans and additional liability for the Letter of Credit Exposure Amount made or incurred on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on each Lender’s (including each New Lender’s) respective Commitment Percentage in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender making an aggregate principal amount of Loans and incurring liability for the Letter of Credit Exposure Amount in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitment Percentages), and continuations of LIBOR Rate Borrowings outstanding on such Re-Allocation Date shall be effected by repayment of such LIBOR Rate Borrowings on the last day of the LIBOR Interest Period applicable thereto and the extension of new LIBOR Rate Borrowings pro rata based on the Lenders’ respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Borrowings outstanding, the Company shall make prepayments thereof and borrow new Alternate Base Rate Borrowings so that, after giving effect thereto, the Alternate Base Rate Borrowings outstanding are held pro rata based on the Lenders’ respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are LIBOR Rate Borrowings outstanding, such LIBOR Rate Borrowings shall remain outstanding with the respective holders thereof until the expiration of their respective LIBOR Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such LIBOR Rate Borrowings will be paid thereon to the respective Lenders holding such LIBOR Rate Borrowings pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.16, (i) no Lender shall have any obligation to increase its Commitment under this Section 2.16 unless it agrees in writing to do so in its sole discretion, (ii) no Lender shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Aggregate Commitment pursuant to this Section 2.16, (iii) neither the Agent nor any Lender shall have any obligation to find or locate any New Lender to participate in any unsubscribed portion of any increase in the Aggregate Commitment requested by the Company, (iv) each increase in the Aggregate Commitment requested by the Company shall not be less than $10,000,000, (v) after giving effect to any increase in the Aggregate Commitment pursuant to this Section 2.16, the Aggregate Commitment shall not exceed $350,000,000, and (vi) in the event of any reduction in the Aggregate Commitment pursuant to Section 2.2 or any other provision of this Agreement, the ability of the Company to request increases in the Aggregate Commitment pursuant to this Section 2.16 shall automatically terminate; and (g) The Company shall execute and deliver to the Agent (for delivery by the Agent to each applicable Lender) a new Note payable to each applicable Lender (including any each New Lender) as thereby increasedparticipating in any increase of the Aggregate Commitment in the original principal amount of such Lender’s Commitment after giving effect to any increase of the Aggregate Commitment.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $5 million, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Credit Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Termination Commitment Date request of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more increases Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “requested Commitment Increase Notice”)Increase; provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender each such Eligible Assignee shall be in an amount of not be less than $15,000,000 and shall be in 1 million or an integral multiple of $5,000,0001 million in excess thereof. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any such Eligible Assignee that agrees to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or acquire a portion of such unsubscribed portion of the increased CommitmentsCommitment pursuant hereto is herein called an “Additional Lender”. (ciii) Any existing Lender that accepts Effective on the Borrowers’ offer to increase its Commitment shall execute a Commitment Requested Increase Agreement with the BorrowersDate, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on terms and conditions hereof, (x) the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Commitment Schedule shall be deemed to be amended to add reflect the name increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such New LenderRequested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (eiv) Upon If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15, Schedule 1.1A 2.23 shall be deemed amended to reflect the Commitment of each Lender effective unless: (including any New Lenderi) as thereby increasedof the date of the relevant Notice of Increase and on the relevant Requested Increase Date and immediately after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) after giving effect to such Commitment Increases, the principal aggregate amount of all such Commitment Increases incurred or issued since the Effective Date shall not exceed the then available Incremental Amount; and (iv) after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may at any time prior right to the Termination Date request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, provided that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full aggregate amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase increases in the Commitments pursuant to this Section 2.15shall not exceed $150,000,000 (and provided that, Schedule 1.1A in any event, the aggregate principal amount of the Commitments shall not exceed $600,000,000 at any time)) by providing written notice to the Agent, which notice shall be deemed amended irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $20,000,000 and integral multiples of $10,000,000 in excess thereof. No Lender shall be required to reflect increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. 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 Commitment date it becomes a Lender hereunder (or increases its Commitment, in the case of each Lender (including any New an existing Lender) (and as thereby increaseda condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case, as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) 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 Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and changes in factual circumstances or transactions, in either event not prohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate 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 within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Company may at any time prior to the Termination Date request one or more increases an increase of the Commitments Total Commitment by notice thereof to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); , in an amount not less than $25,000,000 nor more than $250,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, howeverfollowing any such increase, that, (i) the Acquisition Loan Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent percentage of the Agent (which consent shall not be unreasonably withheld or delayed)Total Commitment in effect as of the Closing Date. Any such Commitment Increase Notice delivered with respect shall be in a form reasonably satisfactory to any proposed increase in the Commitments Agent, and must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to pro rata share of each increased Commitment. If the existing Commitments (prior to such increase)) Company does not receive either telephonic or written notice from the Agent that all of the increased Commitments. The Agent shall, Commitment is subscribed for by the Lenders within five fifteen (515) Business Days after receipt the delivery of a the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers Company may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitmentsincreased Commitments pursuant to Section 5.18(b) or Section 5.18(c), by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentsas applicable. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Company selects to offer to participate participation in the increased Commitments shall execute Commitments, and deliver that elects to become a party to this Agreement with the Agent, the Borrowers Company and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereto hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the signature pages hereof shall be deemed same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be amended bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to add the name Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New LenderLender and the Total Commitments, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Upon Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c), (the “Re-Allocation Date”) shall be made pro rata based on their respective Floor Plan Loan Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 2.155.18, Schedule 1.1A the aggregate amount of the Commitments shall be deemed amended not exceed $1,600,000,000. (g) The Company shall execute and deliver a Note or Notes to reflect each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Commitment amount of each Lender (including any New Lender) as thereby increasedsaid Persons’ Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may at any time prior right to the Termination Date request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall from time to time (provided that after giving effect to any such increase the aggregate amount of the Commitments would not exceed $225,000,000150,000,000) by providing written notice to the Agent, and (iii) which notice shall be irrevocable once given. The Agent shall promptly notify each Lender of any such request. Each existing Lender shall have the Commitments may not be increased without the consent of the Agent (which consent right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be unreasonably withheld or delayed). Any decreased as a result of such Commitment Increase Notice delivered with respect to any proposed requested increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Each Lender shall notify the Agent shall, within five (5) 10 Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Commitment Increase NoticeLender fails to deliver any such notice to the Agent within such time period, notify each then such Lender of such requestshall be deemed to have declined to increase its Commitment. Each No Lender desiring shall be required to increase its Commitment shall notify and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any event a new Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed or Lenders become a party to have rejected such offer. Any agreement by a this Agreement, or if any existing Lender agrees to increase its Commitment Commitment, such Lender shall be irrevocable. on the date it becomes a Lender hereunder (b) If any proposed increase or increases its Commitment, in the Commitments is not fully subscribed by case of an existing Lender) (and as a condition thereto) purchase from the existing other Lenders pursuant its Lender's Commitment Percentage (as determined after giving effect to the procedure outlined in clause (aincrease of Commitments) precedingof any outstanding Loans, by making available to the Borrowers mayAgent for the account of such other Lenders at the Principal Office, in their sole discretionsame day funds, but with an amount equal to the consent sum of (A) the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion outstanding principal amount of such unsubscribed Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by such Lender under Section 2.2.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowersoutstanding principal amount of such Loans. Upon any such assignment, the Guarantors and the Agent, whereupon such assigning Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended represent and warrant to add such other Lender that such assigning Lender is the name legal and beneficial owner of such New Lender. (e) Upon interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to any Loan being assigned, the Loan Documents or any Loan Party. No increase of the Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the effective date of such increase. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15subsection, Schedule 1.1A the Borrower shall be deemed amended to reflect make appropriate 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 within 2 Business Days of each Lender (including any New Lender) as thereby increasedthe effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If At any time, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Company may at any request from time prior to the Termination Date request time one or more increases of the Commitments Aggregate Commitment by notice to the Agent in writing of the amount of each such proposed increase (each such notice, a “"Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed"). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an the opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) pro rata share of the increased Commitmentsrequested increase in the Aggregate Commitment, and the Agent shall promptly provide to each Lender a copy of any Commitment Increase Notice received by the Agent. The Agent shall, within five (5) Business Days Within 10 days after receipt by the Agent of a the applicable Commitment Increase Notice, notify each Lender wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such request. Each Lender desiring fact to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed portion of the requested increase in the Commitments Aggregate Commitment is not fully subscribed for by the existing Lenders pursuant to the procedure outlined in clause (a) precedingwithin such 10-day period, the Borrowers Company may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying requested increase in the Agent; provided, that the Aggregate Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five pursuant to Section 2.16 (5b) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowersbelow, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased.applicable; (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Company selects to offer to participate a participation in the unsubscribed portion of the increased Commitments Aggregate Commitment, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a "New Lender Agreement"), in Proper Form, with the Company and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement whereupon such bank or financial institution (a “"New Lender”") shall become a Lender for all purposes and hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (eLender and Schedule 2.1(a) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A attached hereto shall be deemed amended to reflect add the name and Commitment of such New Lender, provided that the Commitment of any such New Lender shall be in an amount not less than $5,000,000; (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 2.16 shall, in each case, execute a commitment increase agreement (a "Commitment Increase Agreement"), in Proper Form, with the Company and the Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.1(a) attached hereto shall be deemed to be amended to reflect such increase in the Commitment of such Lender; (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company, if any, as the Agent shall reasonably request with respect thereto, in each case in Proper Form; (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.16(b) or if any Lender's Commitment is increased pursuant to Section 2.16(c), additional Loans and additional liability for the Letter of Credit Exposure Amount made or incurred on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on each Lender's (including each New Lender's) respective Commitment Percentage in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender making an aggregate principal amount of Loans and incurring liability for the Letter of Credit Exposure Amount in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitment Percentages), and continuations of LIBOR Rate Borrowings outstanding on such Re-Allocation Date shall be effected by repayment of such LIBOR Rate Borrowings on the last day of the LIBOR Interest Period applicable thereto and the extension of new LIBOR Rate Borrowings pro rata based on the Lenders' respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Borrowings outstanding, the Company shall make prepayments thereof and borrow new Alternate Base Rate Borrowings so that, after giving effect thereto, the Alternate Base Rate Borrowings outstanding are held pro rata based on the Lenders' respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are LIBOR Rate Borrowings outstanding, such LIBOR Rate Borrowings shall remain outstanding with the respective holders thereof until the expiration of their respective LIBOR Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such LIBOR Rate Borrowings will be paid thereon to the respective Lenders holding such LIBOR Rate Borrowings pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.16, (i) no Lender shall have any obligation to increase its Commitment under this Section 2.16 unless it agrees in writing to do so in its sole discretion, (ii) no Lender shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Aggregate Commitment pursuant to this Section 2.16, (iii) neither the Agent nor any Lender shall have any obligation to find or locate any New Lender to participate in any unsubscribed portion of any increase in the Aggregate Commitment requested by the Company, (iv) each increase in the Aggregate Commitment requested by the Company shall not be less than $10,000,000, (v) after giving effect to any increase in the Aggregate Commitment pursuant to this Section 2.16, the Aggregate Commitment shall not exceed $350,000,000, and (vi) in the event of any reduction in the Aggregate Commitment pursuant to Section 2.2 or any other provision of this Agreement, the ability of the Company to request increases in the Aggregate Commitment pursuant to this Section 2.16 shall automatically terminate; and (g) The Company shall execute and deliver to the Agent (for delivery by the Agent to each applicable Lender) a new Note payable to each applicable Lender (including any each New Lender) as thereby increasedparticipating in any increase of the Aggregate Commitment in the original principal amount of such Lender's Commitment after giving effect to any increase of the Aggregate Commitment.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Borrower may at any request from time prior to the Termination Date request time one or more increases of the Commitments by notice to the Agent in writing of the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed"COMMITMENT INCREASE NOTICE"). Any such Commitment Increase Notice delivered with respect must offer each Bank the opportunity to subscribe for its pro rata share of the requested increase in the Commitments, and the Agent shall promptly provide to each Bank a copy of any proposed Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender deliver written notice of such request. Each Lender desiring fact to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed portion of the requested increase in the Commitments is not fully subscribed for by the existing Lenders pursuant to the procedure outlined in clause (a) precedingBanks within such 10-day period, the Borrowers Borrower may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender Bank (which consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Lender Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying requested increase in the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5Commitments pursuant to Section 2.5(b) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowersbelow, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased.applicable; (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Borrower selects to offer to participate a participation in the unsubscribed portion of the increased Commitments Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute and deliver to an agreement (a "NEW BANK AGREEMENT"), in the form required by the Agent, with the Borrowers Borrower and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein)Agent, and upon the effectiveness of such New Lender Agreement whereupon such bank or financial institution (a “New Lender”"NEW BANK") shall become a Lender Bank for all purposes and hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $5,000,000; (c) Any Bank that accepts an offer by the Borrower to increase its Commitment pursuant to this Section 2.5 shall, in each case, execute a commitment increase agreement (a "COMMITMENT INCREASE AGREEMENT"), in the form required by the Agent, with the Borrower and the Agent, whereupon such Bank shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to add reflect such increase in the name Commitment of such Bank; (d) The effectiveness of any New Lender.Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of in-house counsel to the Borrower, if any, as the Agent shall reasonably request with respect thereto; (e) Upon If any bank or financial institution becomes a New Bank pursuant to Section 2.5(b) or if any Bank's Commitment is increased pursuant to Section 2.5(c), additional Loans and additional liability for Facility Letters of Credit made or issued on or after the effectiveness thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on each Bank's (including each New Bank's) respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans and incurring liability for the Facility Letters of Credit in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the last day of the Rate Period applicable thereto and the extension of new Eurodollar Rate Loans pro rata based on the Banks' respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Loans outstanding, the Borrower shall make prepayments thereof and borrow new Alternate Base Rate Loans so that, after giving effect thereto, the Alternate Base Rate Loans outstanding are held pro rata based on the Banks' respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Rate Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Loans will be paid thereon to the respective Banks holding such Eurodollar Rate Loans pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.5, (i) no Bank shall have any obligation to increase its Commitment under this Section 2.5 unless it agrees in writing to do so in its sole discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to this Section 2.5, (iii) the Agent shall have no obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Commitments requested by the Borrower, (iv) each increase in the Commitments requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments pursuant to this Section 2.152.5, Schedule 1.1A the sum of the Commitments and the aggregate commitments of the lenders under the Long-Term Credit Facility shall be deemed amended not exceed $250,000,000, and (vi) in the event the Borrower reduces in the Commitments pursuant to reflect Section 4.6 or any other provision of this Agreement more than one time during the Commitment term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.5 shall automatically terminate; and (g) The Borrower shall execute and deliver to the Agent (for delivery by the Agent to each Lender applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any New Lender) as thereby increasedincrease of the Commitments in the original principal amount of such Bank's Commitment after giving effect to any such increase of the Commitments.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5.0 million, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Termination Commitment Date request of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more increases Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “requested Commitment Increase Notice”)Increase; provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender each such Eligible Assignee shall be in an amount of not be less than $15,000,000 and shall be in 1.0 million or an integral multiple of $5,000,0001.0 million in excess thereof. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any such Eligible Assignee that agrees to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or acquire a portion of such unsubscribed portion of the increased CommitmentsCommitment pursuant hereto is herein called an “Additional Lender”. (ciii) Any existing Lender that accepts Effective on the Borrowers’ offer to increase its Commitment shall execute a Commitment Requested Increase Agreement with the BorrowersDate, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on terms and conditions hereof, (x) the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Commitment Schedule shall be deemed to be amended to add reflect the name increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such New LenderRequested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (eiv) Upon If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15, Schedule 1.1A 2.22 shall be deemed amended effective unless: (i) subject to reflect Section 1.09(c) in the case of any Commitment Increase with a Loan incurred in connection therewith, the proceeds of each which will be used to finance a Limited Condition Transaction, as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (including iii) after giving effect to such Commitment Increases, the aggregate principal amount of all such Commitment Increases incurred since the Effective Date shall not exceed an amount equal to the greater of (A) $100.0 million and (B) 100% of Consolidated Adjusted EBITDA for the most recently ended Reference Period, on a pro forma basis; and (iv) subject to Section 1.09(c) in the case of any New Lender) as thereby increasedCommitment Increase with a Loan incurred in connection therewith, the proceeds of which will be used to finance a Limited Condition Transaction, after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance.

Increase of Commitments. The Borrower has requested that, pursuant to Section 2.15 of the Credit Agreement, the aggregate amount of the Commitments be increased from $170,000,000 to $190,000,000. The following terms and conditions shall apply with respect to this requested increase in the aggregate amount of the Commitments: (a) If no Default Notwithstanding any "Commitment Amount" set forth on any Lender's signature page to the Credit Agreement or Event any "Assigned Commitment" or similar term set forth in any Assignment and Acceptance Agreement executed in connection with an assignment of Default or Material Adverse Effect shall have occurred Loans under the Credit Agreement, following the increase in the aggregate Commitments under the Credit Agreement and be continuingthe allocation of such increased Commitment amount by the Agent pursuant to Section 2.15 of the Credit Agreement, the Borrowers may at any time prior Commitment of each Lender shall be, subject to the Termination Date request one or more increases payment of the Upfront Fee referred to in clause (b) of this Section 3, as set forth under the heading "Commitment Amount" opposite such Lender's name on Schedule I to this Second Amendment. (b) The Borrower shall pay to the Agent, for the account of each Lender increasing its Commitment, an upfront fee (the "Upfront Fee") in an amount equal to in the case of each Lender increasing its Commitment, 0.25% of such Lender's "Incremental Commitment" as set forth on Schedule I to this Second Amendment. (c) The Commitment Amounts set forth on Schedule I to this Second Amendment shall become effective upon payment of the Upfront Fee referred to in clause (b) of this Section 3. (d) The Borrower shall, simultaneously with the execution and delivery of this Second Amendment, execute (i) for each Lender increasing its Commitment, a new Revolving Note reflecting such Lender's Commitment Amount set forth on Schedule I to this Second Amendment and (ii) a Competitive Advance Note reflecting an amount equal to 30% of the aggregate amount of the Commitments by notice under the Credit Agreement after giving effect to the Agent increase in writing the aggregate amount of the amount Commitments referred to in this Section 3. Each Lender increasing its Commitment under the Credit Agreement shall, promptly following the execution and delivery by such Lender of such proposed increase this Second Amendment, return to the Borrower for cancellation each Revolving Note and Competitive Advance Note previously issued to it under the Credit Agreement. (each such noticee) As a result of the recent merger of Wachovia Bank, a “Commitment Increase Notice”National Association ("Wachovia"); provided, howeverand SouthTrust Bank ("SouthTrust"), thattwo of the original Lenders under the Credit Agreement, (i) the Commitment of Wachovia under the Credit Agreement, after giving effect to this Second Amendment, shall be equal to the sum of the original Commitments of Wachovia and SouthTrust under the Credit Agreement plus any Lender may not be increased without such Lender’s consent, "Incremental Commitment" set forth opposite Wachovia's name on Schedule I to this Second Amendment and (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not each Note to be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders Wachovia pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in of this Section 3 shall be based on an amount equal to the Commitments pursuant "Commitment Amount" set forth opposite Wachovia's name on Schedule I to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increasedSecond Amendment.

Increase of Commitments. (a) If no Default or Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Borrower may at any time prior and from time to the Termination Date time request one or more increases an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, thatthat (i) each such increase shall be at least $10,000,000, (iii) the cumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $125,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iiiv) the aggregate amount of the Lenders’ Revolving Loan Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased 250,000,000 without the consent approval of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased CommitmentsRequired Lenders. The Administrative Agent shall, within five (5) Business Days after receipt of a the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall so notify the Administrative Agent in writing no later than ten twenty (1020) Business Days days after receipt by the Lender of notice from such request. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement, in substantially the form attached hereto as Exhibit C, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Loan Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that does not notify the Administrative Agent within the time such period specified above that it will increase its Revolving Loan Commitment will shall be deemed to have rejected such offeroffer to increase its Revolving Loan Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolving Loan Commitment. Any agreement by a Lender to increase its a Lender’s pro rata share of the increased Revolving Loan Commitment shall be irrevocableirrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (b) If any proposed increase in portion of the increased Commitments is not fully subscribed for by the existing Lenders pursuant to the procedure outlined in clause (a) precedingsuch Lenders, the Borrowers Borrower may, in their its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers Borrower of their its desire to offer such unsubscribed commitments to certain existing Lenders Lenders, to the additional banks or to the financial institutions identified therein or such additional banks or financial institutions identified thereinby the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Borrower selects to offer to participate participation in the increased Revolving Loan Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors Administrative Agent a New Lender Agreement (a “New Lender Agreement”), in substantially the form attached hereto as Exhibit D, setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein)Revolving Loan Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Revolving Loan Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Revolving Loan Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (e) Upon If any increase bank or financial institution becomes a New Lender pursuant to Section 2.20(c) or any Lender’s Commitment is increased pursuant to Section 2.20, additional Revolving Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan, on the date of such increase, and the making of new Loans of the same Type pro rata based on the respective Revolving Loan Commitments pursuant in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Section 2.15Agreement), Schedule 1.1A shall and interest on and repayments of such Eurodollar Loans will be deemed amended paid thereon to reflect the Commitment of each Lender (including any New Lender) as thereby increasedrespective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. ​ (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $5 million, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Termination Commitment Date request of the amount by which it is willing to increase its Commitment. ​ (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more increases Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “requested Commitment Increase Notice”)Increase; provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender each such Eligible Assignee shall be in an amount of not be less than $15,000,000 and shall be in 1 ​ ​ ​ ​ million or an integral multiple of $5,000,0001 million in excess thereof. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any such Eligible Assignee that agrees to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or acquire a portion of such unsubscribed portion of the increased CommitmentsCommitment pursuant hereto is herein called an “Additional Lender”. (ciii) Any existing Lender that accepts Effective on the Borrowers’ offer to increase its Commitment shall execute a Commitment Requested Increase Agreement with the BorrowersDate, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on terms and conditions hereof, (x) the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Commitment Schedule shall be deemed to be amended to add reflect the name increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such New Lender.Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. ​ (eiv) Upon If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. ​ (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15, Schedule 1.1A 2.23 shall be deemed amended to reflect the Commitment of each Lender effective unless: (including any New Lenderi) as thereby increased.of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and immediately after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; ​ (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; ​ (iii) after giving effect to such Commitment Increases, the principal aggregate amount of all such Commitment Increases incurred or issued since the Effective Date shall not exceed the then available Incremental Amount; (iv) after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance; and (v) except as otherwise specifically set forth herein or as may otherwise be agreed by the Administrative Agent, all of the other terms and conditions applicable to such Commitment Increase shall ​ ​ ​ be identical to the terms and conditions applicable to the Revolving Credit Loans (other than with respect to any upfront fees, which may be as agreed by the Borrower and the Lenders providing such Commitment Increase). For the avoidance of doubt, any loans under any Commitment Increase shall be treated ratably in terms of right to payment and prepayment with loans under the Revolving Credit Loans and/or Commitments outstanding prior to the effectiveness of such Commitment Increase. ​

Increase of Commitments. (a) If So long as no Default or Event of Default or Material Adverse Effect shall have has occurred and be is continuing, the Borrowers Borrower may at any from time prior to the Termination Date request one or more increases of the Commitments by time, upon written notice to the Agent (who shall promptly provide a copy of such notice to each Bank or Additional Bank (as defined below)), propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $4,000,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank and Additional Bank may, not more than 10 Business Days following receipt of such notice, elect by written notice to the Borrower and the Agent to participate in writing the requested increase of Commitments and the amount of such proposed increase participation. No Bank (each such notice, a “Commitment Increase Notice”); provided, however, that, (ior any successor thereto) the Commitment of shall have any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring obligation to increase its Commitment shall notify or its other obligations under this Agreement and the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement other Loan Documents, and any decision by a Lender Bank to increase its Commitment shall be irrevocablemade in its sole discretion independently from any other Bank. Any Bank that does not respond to a request to increase its Commitment hereunder shall be deemed to have declined such request. (b) If The Borrower may designate any proposed Bank or other financial institution which at the time agrees to, in the case of any such Person that is an existing Bank, increase its Commitment and in the case of any other such Person (each such Person, and each Person that shall accept an assignment as provided in Section 2.7 is an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee, must have a Commitment of not less than $25,000,000 and must in all other respects be acceptable to the Agent, which acceptance will not be unreasonably withheld, conditioned or delayed. The sum of the increases in the Commitments is not fully subscribed by of the existing Lenders Banks pursuant to this paragraph (b) plus the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent Commitments of the Agent as to any Person that is not at such time a Lender (which consent Additional Banks shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions in the opportunity to participate in all or a portion of such aggregate exceed the unsubscribed portion amount of the Commitments, by notifying the Agent; provided, that the Additional Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased CommitmentsAmount. (c) Any existing Lender that accepts An increase in the Borrowers’ offer aggregate amount of the Aggregate Commitment Amount pursuant to increase its this Section 2.6 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each other Bank whose Aggregate Commitment shall execute Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a Commitment Increase party to this Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall to be bound byby all the terms and provisions hereof, and entitled to such evidence of appropriate corporate authorization on the benefits of, this Agreement part of the Borrower with respect to the full amount increase in the Commitments and such opinions of its counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as so increasedthe Agent may reasonably request. (d) Any additional bank or financial institution which is not an existing Lender and which accepts Upon the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to acceptance of any such agreement by the Agent, the Borrowers and Aggregate Commitment Amount shall automatically be increased by the Guarantors a New Lender Agreement setting forth its Commitment (subject to amount of the limitations on the amounts thereof set forth herein), and upon the effectiveness of Commitments added through such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lenderagreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.152.6 that is not pro rata among all Banks, Schedule 1.1A within five (5) Business Days, in the case of any Advances bearing interest at the Floating Rate, and at the end of the then current Interest Period with respect thereto, in the case of any Advances bearing interest at a LIBO Rate, the Borrower shall be deemed amended prepay such Advances in their entirety and, to reflect the Commitment of each Lender (including any New Lender) extent the Borrower elect to do so and subject to the conditions specified in Section 2.5, the Borrower shall reborrow Advances from the Banks in proportion to their respective Commitments after giving effect to such increase, until such time as thereby increasedall outstanding Advances are held by the Banks in such proportion.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5.0 million, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Termination Commitment Date request of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more increases Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in any portion of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “requested Commitment Increase Notice”)Increase; provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender each such Eligible Assignee shall be in an amount of not be less than $15,000,000 and shall be in 1.0 million or an integral multiple of $5,000,0001.0 million in excess thereof. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire Any such Eligible Assignee that agrees to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or acquire a portion of such unsubscribed portion of the increased CommitmentsCommitment pursuant hereto is herein called an “Additional Lender”. (ciii) Any existing Lender that accepts Effective on the Borrowers’ offer to increase its Commitment shall execute a Commitment Requested Increase Agreement with the BorrowersDate, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on terms and conditions hereof, (x) the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof Commitment Schedule shall be deemed to be amended to add reflect the name increases contemplated hereby, (y) the Commitment of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such New LenderRequested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (eiv) Upon If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.22 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15, Schedule 1.1A 2.22 shall be deemed amended to reflect the Commitment of each Lender effective unless: (including any New Lenderi) as thereby increasedof the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) after giving effect to such Commitment Increases, the aggregate principal amount of all such Commitment Increases incurred since the First Amendment Effective Date shall not exceed an amount equal to the sum of (A) $50.0 million plus (B) 100% of Consolidated Adjusted EBITDA for the most recently ended Reference Period, on a pro forma basis; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the Financial Covenants for the most recently ended Reference Period and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance.

Increase of Commitments. (ai) If Subject to this Section 2.04(c), the Borrowers may, at any time after the Effective Date by notice to the Administrative Agent, propose an increase in the Aggregate Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Additional Commitment Increase Lender”), each such Additional Commitment Increase Lender being reasonably acceptable to the Administrative Agent. Such notice shall specify (i) the name of each Increasing Lender and/or Additional Commitment Increase Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Additional Commitment Increase Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”). (ii) Each Commitment Increase shall be subject to the following conditions: (A) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $50,000,000; (B) immediately after giving effect to any Commitment Increase, the Aggregate Commitments shall not exceed $3,000,000,000; (C) no Default or Event of Default or Material Adverse Effect shall have occurred and be continuingcontinuing on the relevant Commitment Increase Date; (D) the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date (or (A) if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date, (B) in the case of Section 5.05(a), such representations and warranties shall be deemed to refer to the most recent financial statements furnished by the Borrowers hereunder, (C) in the case of Section 5.05(b), such representations and warranties shall be deemed to refer to the most recent audited statements furnished by the Borrowers hereunder, (D) in the case of Section 5.06, such representations and warranties shall except any matter which has theretofore been disclosed in writing by any Borrower to the Administrative Agent (which will make the same available to each Lender) and (E) in the case of those representations and warranties which are qualified by materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects); and (E) the Administrative Agent shall have received such other documentation related to such Commitment Increase as it shall reasonably request. (iii) Each Commitment Increase (and the increase of the applicable Commitment of each Increasing Lender and/or the new Commitment of each Additional Commitment Increase Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon satisfaction of the conditions set forth in Section 2.04(c)(ii) and execution of an amendment to this Agreement (an “Incremental Amendment”), in form and substance reasonably satisfactory to the Borrowers and the Administrative Agent, executed by each of (a) the Borrowers, (b) the Administrative Agent and (c) each Increasing Lender and/or such Additional Commitment Increase Lender pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Additional Commitment Increase Lender, as applicable, shall provide its Commitment (or an increase of its applicable Commitment, as applicable). Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Incremental Amendment executed by each of (a) the Borrowers, (b) the Administrative Agent and (c) each Increasing Lender and/or such Additional Commitment Increase Lender, which shall not require the consent of any other Lenders, to the extent reasonably required to (i) reflect the existence and terms of the Commitment Increase and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section or that have otherwise been approved in accordance with Section 10.01, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such amendment and (B) consents to the transactions contemplated by this Section 2.04(c) (including, for the avoidance of doubt, payment of interest, fees or premiums as may be set forth in the relevant amendment). (iv) Upon receipt of the executed Incremental Amendment, together with the documents specified in Section 2.04(c)(ii), the Borrowers may at any time prior Administrative Agent shall record the information contained in such Incremental Amendment in the Register and give prompt notice of the relevant Commitment Increase to the Termination Date request one or more increases of Borrowers and the Commitments by notice to the Agent in writing of the amount of such proposed increase (Lenders. On each such notice, a “Commitment Increase Notice”); providedDate, however, thatif there are Loans then outstanding, (i) each applicable Borrower shall simultaneously prepay in full the outstanding Loans, which may be funded with a Borrowing of Loans under the remaining Aggregate Commitments after giving effect to the applicable Commitment of any Lender may not be increased without such Lender’s consent, Increase or (ii) at the aggregate amount request of the Commitments Borrowers, each existing Lender shall assign to each Increasing Lender and/or Additional Commitment Increase Lender, and each Increasing Lender and/or Additional Commitment Increase Lender shall purchase from each of the existing Lenders, at par, such interests in the Loans outstanding, to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as so increased of such date (after giving effect to such Commitment Increase). The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.03 of this Agreement shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect apply to the existing Commitments (prior transactions effected pursuant to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocablepreceding sentences. (bv) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant Notwithstanding anything herein to the procedure outlined in clause (a) precedingcontrary, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New no Lender shall not be less than $15,000,000 have any obligation to agree to increase any of its Commitments hereunder and any election to do so shall be in an integral multiple the sole and absolute discretion of $5,000,000such Lender. Promptly and This Section shall supersede any provisions in any event within five (5Section 2.11 or 10.01(y) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentscontrary. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increased.

Increase of Commitments. (ai) If Subject to this Section 2.04(c), AHL may, at any time after the Effective Date by notice to the Administrative Agent, propose an increase in the Aggregate Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Additional Commitment Increase Lender”), each such Additional Commitment Increase Lender being reasonably acceptable to the Administrative Agent. Such notice shall specify (i) the name of each Increasing Lender and/or Additional Commitment Increase Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Additional Commitment Increase Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”). (ii) Each Commitment Increase shall be subject to the following conditions: (A) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $50,000,000 (or lesser remaining amount available pursuant to this Section 2.04(c)); (B) immediately after giving effect to any Commitment Increase, the Aggregate Commitments shall not exceed $1,750,000,000; (C) no Default or Event of Default or Material Adverse Effect shall have occurred and be continuingcontinuing on the relevant Commitment Increase Date; (D) the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date (or (A) if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date, (B) in the case of Section 5.05(a), such representations and warranties shall be deemed to refer to the most recent financial statements furnished by AHL hereunder, (C) in the case of Section 5.05(b), such representations and warranties shall be deemed to refer to the most recent audited statements furnished by AHL hereunder, (D) in the case of Section 5.06, such representations and warranties shall except any matter which has theretofore been disclosed in writing by AHL to the Administrative Agent (which will make the same available to each Lender) and (E) in the case of those representations and warranties which are qualified by materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects); and (E) the Administrative Agent shall have received such other documentation related to such Commitment Increase as it shall reasonably request. (iii) Each Commitment Increase (and the increase of the applicable Commitment of each Increasing Lender and/or the new Commitment of each Additional Commitment Increase Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon satisfaction of the conditions set forth in Section 2.04(c)(ii) and execution of an amendment to this Agreement (an “Incremental Amendment”), in form and substance reasonably satisfactory to AHL and the Administrative Agent, executed by each of (a) the Borrowers, (b) the Administrative Agent and (c) each Increasing Lender and/or such Additional Commitment Increase Lender pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Additional Commitment Increase Lender, as applicable, shall provide its Commitment (or an increase of its applicable Commitment, as applicable). Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Incremental Amendment executed by each of (a) the Borrowers, (b) the Administrative Agent and (c) each Increasing Lender and/or such Additional Commitment Increase Lender, which shall not require the consent of any other Lenders, to the extent reasonably required to (i) reflect the existence and terms of the Commitment Increase and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section or that have otherwise been approved in accordance with Section 10.01, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such amendment and (B) consents to the transactions contemplated by this Section 2.04(c) (including, for the avoidance of doubt, payment of interest, fees or premiums as may be set forth in the relevant amendment). (iv) Upon receipt of the executed Incremental Amendment, together with the documents specified in Section 2.04(c)(ii), the Borrowers may at any time prior Administrative Agent shall record the information contained in such Incremental Amendment in the Register and give prompt notice of the relevant Commitment Increase to the Termination Date request one or more increases of Borrowers and the Commitments by notice to the Agent in writing of the amount of such proposed increase (Lenders. On each such notice, a “Commitment Increase Notice”); providedDate, however, thatif there are Loans then outstanding, (i) each applicable Borrower shall simultaneously prepay in full the outstanding Loans, which may be funded with a Borrowing of Loans under the remaining Aggregate Commitments after giving effect to the applicable Commitment of any Lender may not be increased without such Lender’s consent, Increase or (ii) at the aggregate amount request of the Commitments Borrowers, each existing Lender shall assign to each Increasing Lender and/or Additional Commitment Increase Lender, and each Increasing Lender and/or Additional Commitment Increase Lender shall purchase from each of the existing Lenders, at par, such interests in the Loans outstanding, to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as so increased of such date (after giving effect to such Commitment Increase). The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.03 of this Agreement shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect apply to the existing Commitments (prior transactions effected pursuant to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocablepreceding sentences. (bv) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant Notwithstanding anything herein to the procedure outlined in clause (a) precedingcontrary, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New no Lender shall not be less than $15,000,000 have any obligation to agree to increase any of its Commitments hereunder and any election to do so shall be in an integral multiple the sole and absolute discretion of $5,000,000such ▇▇▇▇▇▇. Promptly and This Section shall supersede any provisions in any event within five (5Section 2.11 or 10.01(y) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitmentscontrary. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15, Schedule 1.1A shall be deemed amended to reflect the Commitment of each Lender (including any New Lender) as thereby increased.

Increase of Commitments. (a) If no Default or Event of Default or Material Adverse Effect The Borrower shall have occurred and be continuing, the Borrowers may at any time prior right to the Termination Date request one or more increases of the Commitments by notice to the Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall from time to time (provided that after giving effect to any such increase the aggregate amount of the Commitments would not exceed $225,000,000, and (iii350,000,000) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect by providing written notice to the existing Commitments (Administrative Agent and the Arrangers, which notice shall be irrevocable once given. The Borrower, prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in requesting an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.15must offer in writing each Lender the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such increase in the Commitments. If a Lender does not accept the Borrower's offer to increase its Commitment as provided in the preceding sentence within 10 Business Days of the receipt of such offer, Schedule 1.1A such offer shall be deemed amended rejected by such Lender. No Lender shall be required to reflect increase its Commitment and any new Lender(s) becoming a party to this Agreement must be an Eligible Assignee. In the Commitment event a new Lender or Lenders become 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 increases its Commitment, in the case of each Lender (including any New an existing Lender) (and as thereby increaseda condition thereto) purchase from the other Lenders its Lender's Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Loans, by making available to the Administrative Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by such Lender under Section 2.9.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. Upon any such assignment, the assigning Lender shall be deemed to represent and warrant to such other Lender that such assigning Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to any Loan being assigned, the Loan Documents or any Loan Party. No increase of the Commitments may be effected under this Section if a Default or Event of Default shall be in existence on the effective date of such increase. In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, the Borrower shall make appropriate 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 within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers Borrower may at any request from time prior to the Termination Date request time one or more increases of the Commitments by notice to the Agent in writing of the amount of each such proposed increase (each such notice, a “"Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed"). Any such Commitment Increase Notice delivered with respect must offer each Bank the opportunity to subscribe for its pro rata share of the requested increase in the Commitments, and the Agent shall promptly provide to each Bank a copy of any proposed Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender deliver written notice of such request. Each Lender desiring fact to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed portion of the requested increase in the Commitments is not fully subscribed for by the existing Lenders pursuant to the procedure outlined in clause (a) precedingBanks within such 10-day period, the Borrowers Borrower may, in their its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender Bank (which consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Lender Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying requested increase in the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five Commitments pursuant to Section 2.4 (5b) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowersbelow, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased.applicable; (db) Any additional bank or financial institution which is not an existing Lender and which accepts that the Borrowers’ Borrower selects to offer to participate a participation in the unsubscribed portion of the increased Commitments Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute and deliver to an agreement (a "New Bank Agreement"), in the form required by the Agent, with the Borrowers Borrower and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein)Agent, and upon the effectiveness of such New Lender Agreement whereupon such bank or financial institution (a “"New Lender”Bank") shall become a Lender Bank for all purposes and hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $5,000,000; (c) Any Bank that accepts an offer by the Borrower to increase its Commitment pursuant to this Section 2.4 shall, in each case, execute a commitment increase agreement (a "Commitment Increase Agreement"), in the form required by the Agent, with the Borrower and the Agent, whereupon such Bank shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to add reflect such increase in the name Commitment of such Bank; (d) The effectiveness of any New Lender.Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of in-house counsel to the Borrower, if any, as the Agent shall reasonably request with respect thereto; (e) Upon If any bank or financial institution becomes a New Bank pursuant to Section 2.4(b) or if any Bank's Commitment is increased pursuant to Section 2.4(c), additional Loans and additional liability for Facility Letters of Credit made or issued on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on each Bank's (including each New Bank's) respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans and incurring liability for the Facility Letters of Credit in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the last day of the Rate Period applicable thereto and the extension of new Eurodollar Rate Loans pro rata based on the Banks' respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Loans outstanding, the Borrower shall make prepayments thereof and borrow new Alternate Base Rate Loans so that, after giving effect thereto, the Alternate Base Rate Loans outstanding are held pro rata based on the Banks' respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Rate Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Loans will be paid thereon to the respective Banks holding such Eurodollar Rate Loans pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.4, (i) no Bank shall have any obligation to increase its Commitment under this Section 2.4 unless it agrees in writing to do so in its sole discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to this Section 2.4, (iii) the Agent shall have no obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Commitments requested by the Borrower, (iv) each increase in the Commitments requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments pursuant to this Section 2.152.4, Schedule 1.1A the sum of the Commitments shall be deemed amended not exceed $500,000,000, and (vi) in the event the Borrower reduces the Commitments pursuant to reflect Section 4.6 or any other provision of this Agreement more than one time during the Commitment term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.4 shall automatically terminate; and (g) The Borrower shall execute and deliver to the Agent (for delivery by the Agent to each Lender applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any New Lender) as thereby increasedincrease of the Commitments in the original principal amount of such Bank's Commitment after giving effect to any such increase of the Commitments.

Increase of Commitments. (a) If The Borrower may from time to time (but not more than five times), so long as no Default or Event of Default or Material Adverse Effect shall have occurred and be continuingexists, the Borrowers may at any time prior to the Termination Date request one or more increases of the Commitments by notice to the Agent an increase in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $225,000,000, by delivering a written request (an “Increase Request”) to the Administrative Agent and (iii) the Commitments may not be increased without Lenders; provided that the consent aggregate amount of the Agent (which consent shall not be unreasonably withheld or delayed). Any such Commitment Increase Notice delivered with respect to any proposed increase all increases in the Commitments must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the existing Commitments (prior to such increase)) of the increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (b) If any proposed increase in the Commitments is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Borrowers may, in their sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Commitments, by notifying the Agent; provided, that the Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (c) Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a Commitment Increase Agreement with the Borrowers, the Guarantors and the Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect to the full amount of its Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall execute and deliver to the Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Commitments pursuant to this Section 2.152.3 shall not exceed $60,000,000. Any Increase Request shall specify (i) the date (the “Increase Response Date”) by which any Lender or prospective Lender that is willing to increase its Commitment must respond to such request, Schedule 1.1A (ii) the date (the “Increase Effective Date”) on which the requested increase is to become effective (which shall be deemed amended at least five Business Days after the related Increase Response Date) and (iii) the amount of the requested increase (which shall be $10,000,000 or a higher integral multiple of $1,000,000). No Lender shall be obligated to reflect increase its commitment pursuant to any Increase Request. (b) Not later than the Increase Response Date for an Increase Request, any Lender or prospective Lender that is willing to increase its Commitment in response to such Increase Request (an “Increasing Lender”) shall notify the Borrower and the Administrative Agent of the amount by which such Lender or prospective Lender is willing to increase its Commitment (which amount shall be an integral multiple of $1,000,000). On the first Business Day after the Increase Response Date, the Administrative Agent shall notify the Increasing Lenders of the amounts of their respective increases (it being understood that if the aggregate amount of increased Commitments offered pursuant to an Increase Request exceeds the amount requested, the Borrower, in consultation with the Administrative Agent, may (subject to the limitation in clause (a) above) accept all or any portion of such excess offered Commitments and/or allocate the increases in the Commitments among the Increasing Lenders). On the applicable Increase Effective Date, the Commitment of each Increasing Lender shall be increased by the amount offered by (including or, if applicable, allocated to) such Increasing Lender and the aggregate amount of the Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (c) If any New Increasing Lender is not a Lender prior to the related Increase Effective Date, such Increasing Lender shall be subject to approval by the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed) and such Increasing Lender, the Borrower and the Administrative Agent shall sign and deliver a joinder agreement (a “Joinder Agreement”), substantially in form and substance as Exhibit N, pursuant to which such Increasing Lender shall become a party to this Agreement. (d) as thereby increasedFrom and after any Increase Effective Date, the Borrower and the Administrative Agent shall cooperate in making conversions of the Eurodollar Loans from one interest rate basis to another and in selecting Interest Periods to be applicable thereto in order, during a reasonable period following the Increase Effective Date, to make the Loans of the Lenders ratable (based on their respective Commitment Percentages after giving effect to the increased Commitments hereunder) in the various Tranches.