Common use of Revolving Commitment Increases Clause in Contracts

Revolving Commitment Increases. (i) The Agent or any other Person may arrange for existing Applicable Lenders to the Borrowers within any Borrower Group to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agent, provided that the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld). Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower Group, a promissory note will be issued, at the expense of the Borrowers within such Borrower Group, to such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase Date”), and at such time (A) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Commitment Increase, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (E) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Lenders (including the Additional Revolving Commitment Lenders to such Borrower Group), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay to the Applicable Tranche A Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunder.

Revolving Commitment Increases. (ia) The Agent or At any other Person may arrange for existing Applicable Lenders to time after the Borrowers within any Borrower Group to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower AgentClosing Date, provided that the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld). Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower Group, a promissory note will be issued, at the expense of the Borrowers within such Borrower Group, to such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) continuing, the representations and warranties Borrowers may request an increase of the Loan Parties set forth Revolving Commitments in this Agreement and an aggregate amount up to $500,000,000 by notice to the Administrative Agent in each writing of the other Loan Documents shall be true and correct in all material respects amount (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects“Offered Increase Amount”) on and as of the date of such Revolving Credit Increaseproposed increase (such notice, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase DateNotice”). The Borrowers may offer to any Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Revolving Commitment pursuant to paragraph (b) below, which other bank or other financial institution shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Revolving Commitments, and that elects to become a party to this Agreement and provide a Revolving Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit K (a “New Bank Supplement”), and at whereupon such time bank or financial institution (Aa “New Bank”) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and shall become a Bank for all purposes of, this Agreement and to the same extent as if originally a party hereto and shall be increased bound by and entitled to the aggregate amount benefits of such Revolving Commitment Increase, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments underthis Agreement, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule I shall be deemed modifiedto be amended to add the name and Revolving Commitment of such New Bank, without further actionprovided that the Revolving Commitment of any such New Bank shall be in a principal amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Revolving Commitment pursuant to this subsection 2.10 shall, to reflect in each case, execute a Revolving Commitment Increase Supplement with the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders Borrowers and the Canadian Administrative Agent, substantially in the form of Exhibit L (a “Revolving LendersCommitment Increase Supplement”), respectivelywhereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and (E) this Agreement Schedule I shall be deemed amendedto be amended to so increase the Revolving Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Revolving Commitment Increase Supplement 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. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), without further actionif any bank or financial institution becomes a New Bank pursuant to subsection 2.10(b) or any Bank’s Revolving Commitment is increased pursuant to subsection 2.10(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 8.3 based on the Revolving Commitment Percentages (or relevant Foreign Currency Revolving Commitment Percentages, as the case may be) in effect on and after such Re-Allocation Date (except to the extent necessary to reflect that any such increased pro rata borrowings would result in any Bank making an aggregate total Commitments. (iv) In connection with principal amount of Committed Rate Loans in excess of its Revolving Commitment Increases to (or relevant Foreign Currency Revolving Commitment Percentages, as the Borrowers within a Borrower Group hereundercase may be), in which case such excess amount will be allocated to, and made by, the Applicable Tranche A Lenders relevant New Banks and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Lenders (including the Additional Revolving Commitment Lenders to such Borrower Group), or (2) take such other actions as reasonably may be required by the Agent, in each case Increasing Banks to the extent necessary so that all of, and in accordance with the pro rata provisions of subsection 8.3 based on, their respective Revolving Commitments (or relevant Foreign Currency Revolving Commitments, as the case may be)). On each Re-Allocation Date, the Administrative Agent shall deliver a notice to each Bank of the Applicable Tranche A Lenders effectively participate in each of the outstanding Tranche A adjusted Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Commitment Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments made pursuant to this Section 2.23subsection 2.10 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Committed Rate ABR Loans, the applicable Borrower shall make prepayments thereof and one or more Borrowers shall make borrowings of Committed Rate ABR Loans and/or Committed Rate Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the Committed Rate ABR Loans and Committed Rate Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 8.3 based on such new Revolving Commitment Percentage. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Committed Rate Eurocurrency Loans, such Committed Rate Eurocurrency Loans 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 on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and the applicable Borrowers shall make borrowings of Committed Rate ABR Loans and/or Committed Rate Eurocurrency Loans so that, after giving effect thereto, the Committed Rate ABR Loans and Committed Rate Eurocurrency Loans outstanding are held by all of the Banks as nearly as may be in accordance with the pro rata provisions of subsection 8.3 based on such new Revolving Commitment Percentage. (Biv) In the Borrowers within event that on any such Borrower Group Re-Allocation Date there is any outstanding L/C Exposure, the interests of each L/C Participant shall pay be adjusted in accordance with the pro rata provisions of subsection 8.3 based on the Revolving Commitment Percentages (or relevant Foreign Currency Revolving Commitment Percentages, as the case may be) in effect on and after such Re-Allocation Date. (f) Notwithstanding anything to the Applicable Tranche A Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for contrary in this Section 2.23(b)subsection 2.10, the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts no Bank shall have any obligation to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a increase its Revolving Commitment Increase would otherwise occur unless it agrees to do so in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunderits sole discretion.

Revolving Commitment Increases. (ia) The Agent or any other Person Borrower may arrange for existing Applicable Lenders from time to time (and more than one time), by written notice to the Borrowers within any Borrower Group Administrative Agent (which shall promptly deliver a copy to increase their Tranche A each of the Lenders), request that the aggregate Revolving Commitments be increased by an amount not less than $15,000,000 for any such increase, except to the Borrowers within extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.19(a), provided that after giving effect to any such Borrower Group or for other Persons to become Applicable Lenders to increase the Borrowers within such Borrower Group hereunder and to issue revolving commitments in an amount equal to sum of the total Revolving Commitments shall not exceed $600,000,000. Such notice shall set forth the amount of the requested increase in the Revolving Commitments and the date on which such increase is requested to become effective (which shall be not less than ten Business Days or more than 60 days after the date of such notice), and shall offer each Lender (provided that such Lender shall be reasonably satisfactory to the Administrative Agent) the opportunity to increase its Revolving Commitment by such Lender’s Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than ten days after the date of the Borrower’s notice, either agree to increase its applicable Revolving Commitment by all or a portion of the offered amount or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of ten days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have declined to increase their Revolving Commitments or have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the total of Tranche A Revolving Commitments requested by the Borrower, the Borrower Agent may arrange for the Borrowers within one or more banks or other financial institutions (any such Borrower Group (each such bank or other financial institution, together with any existing Lender that agrees to increase by either means, a “its applicable Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued pursuant to the Canadian Borrowersimmediately preceding sentence, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, being called an “Additional Revolving Commitment Augmenting Lender”, and each such Additional ) to provide Revolving Commitment Lender to U.S. Borrowers, Commitments or increase their existing Revolving Commitments in an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender aggregate amount equal to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agentunsubscribed amount, provided that the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving each Augmenting Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Administrative Agent (each such consent which approval shall not to be unreasonably withheld). Each Revolving Commitment Increase ) and shall be in a minimum aggregate amount of at least $20,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Revolving Commitment Increase shall not be subject to the terms approval of any other Lenders, and conditions set forth in this Section 2.23(b) the Borrower and any Tranche A Revolving Loans pursuant each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to such evidence the Revolving Commitment Increase or new Tranche A of such Augmenting Lender and/or its status as a Lender hereunder. Any increase in the aggregate Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among made in an amount that is less than the increase requested by the Borrower Agent and if the Additional Revolving Commitment Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (iib) No Each of the parties hereto hereby agrees that, upon the effectiveness of any increase in the aggregate Revolving Commitments pursuant to this Section 2.19 (the “Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: Increase”), this Agreement may be amended (A) the Borrower Agentsuch amendment, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving “Commitment Increase shall have paid such fees and other compensation as Amendment”) without the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving consent of any Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment (but only to the Borrowers within a Borrower Group, a promissory note will be issued, at the expense of the Borrowers within such Borrower Group, to such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modificationextent) to the extent necessary to reflect the new existence and terms of the Revolving Commitment Increase evidenced thereby as provided for in Section 9.02(b). Upon each Revolving Commitment Increase pursuant to this Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Additional Revolving Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party approving or consenting ’s participations hereunder in outstanding Letters of Credit, Swingline Loans and Overadvances such that, after giving effect to such Revolving Commitment Increase and (2) a certificate each such deemed assignment and assumption of a Responsible Officer participations, the percentage of the Company to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase Date”), and at such time aggregate outstanding (A) participations hereunder in Letters of Credit, (B) participations hereunder in Swingline Loans and (C) participations hereunder in Overadvances held by each Lender (including each such Augmenting Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount date of such Revolving Commitment Increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (B) in the case of any U.S. reflecting such Revolving Commitment Increase), which prepayment shall be accompanied by accrued interest on the aggregate total U.S. Revolving Commitments Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.15. The Administrative Agent and the aggregate total U.S. Commitments underLenders hereby agree that the minimum borrowing, pro rata borrowing and for all purposes of, pro rata payment requirements contained elsewhere in this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (E) this Agreement shall be deemed amended, without further action, not apply to the extent necessary transactions effected pursuant to reflect such increased aggregate total Commitmentsthe immediately preceding sentence. (ivc) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Lenders (including the Additional Revolving Commitment Lenders to such Borrower Group), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A new Revolving Commitments created pursuant to this Section 2.23); and (B) 2.19 shall become effective on the Borrowers within such date specified in the notice delivered by the Borrower Group shall pay pursuant to the Applicable Tranche A Lenders any costs first sentence of paragraph (a) above or on such other date as agreed upon by the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b)Borrower, the Administrative Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize applicable Augmenting Lenders. (d) Notwithstanding the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an foregoing, no increase in the aggregate total Tranche A Revolving Commitments (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied as of such date (as though the effectiveness of such increase were a Borrowing) and the aggregate total Commitments hereunderAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer.

Revolving Commitment Increases. (i) The Agent or any other Person may arrange for existing Applicable Lenders to the Borrowers within any Borrower Group to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agent, provided that the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld). Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower Group, a promissory note will be issued, at the expense of the Borrowers within such Borrower Group, to such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase Date”), and at such time (A) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Commitment Increase, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (E) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Lenders (including the Additional Revolving Commitment Lenders to such Borrower Group), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay to the Applicable Tranche A Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunder.

Revolving Commitment Increases. (i) The Agent or any other Person may arrange for existing Applicable Lenders to the Borrowers within any Borrower Group Any request to increase their Tranche A the Revolving Commitments shall be made to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group hereunder and to issue revolving commitments in an amount equal to the amount of the increase any Person, which may, in the aggregate total of Tranche A Borrower’s sole discretion, include existing Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group Lenders (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agent, provided that the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that which is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, the Co-Collateral Agents, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld), and (C) for the avoidance of doubt, no Additional Revolving Loans shall be used to effect any exchange of Existing Notes for Revolving Loans or Revolving Commitments. Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 25,000,000 and in integral multiples of $1,000,000 5,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent, the Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan DocumentsDocuments in such form as the Agent may reasonably require; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent, the Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower GroupLender, a promissory note will be issued, issued at the expense of the Borrowers within such Borrower GroupBorrowers’ expense, to each such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and; (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party Borrower approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and continuing; and (yF) the representations Borrower Agent, the Borrowers and warranties of the Loan Parties set forth in this Agreement Additional Revolving Commitment Lenders shall have delivered such other instruments, documents and in each of agreements as the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date)Agent may reasonably request. (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase Date”), and at such time (A) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Commitment IncreaseIncreases, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (EC) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Revolving Lenders (including the Additional Revolving Commitment Lenders to such Borrower GroupLenders), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Revolving Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay to the Applicable Tranche A Revolving Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur incur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunder.

Revolving Commitment Increases. (ia) The Agent or At any other Person may arrange for existing Applicable Lenders to time after the Borrowers within any Borrower Group to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower AgentClosing Date, provided that the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld). Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower Group, a promissory note will be issued, at the expense of the Borrowers within such Borrower Group, to such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) continuing, the representations and warranties Borrowers may request an increase of the Loan Parties set forth Revolving Commitments in this Agreement and an aggregate amount up to $500,000,000 by notice to the Administrative Agent in each writing of the other Loan Documents shall be true and correct in all material respects amount (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects“Offered Increase Amount”) on and as of the date of such Revolving Credit Increaseproposed increase (such notice, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase DateNotice”). The Borrowers may offer to any Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Revolving Commitment pursuant to paragraph (b) below, which other bank or other financial institution shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Revolving Commitments, and that elects to become a party to this Agreement and provide a Revolving Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit K (a “New Bank Supplement”), and at whereupon such time bank or financial institution (Aa “New Bank”) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and shall become a Bank for all purposes of, this Agreement and to the same extent as if originally a party hereto and shall be increased bound by and entitled to the aggregate amount benefits of such Revolving Commitment Increase, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments underthis Agreement, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule I shall be deemed modifiedto be amended to add the name and Revolving Commitment of such New Bank, without further actionprovided that the Revolving Commitment of any such New Bank shall be in a principal amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Revolving Commitment pursuant to this subsection 2.10 shall, to reflect in each case, execute a Revolving Commitment Increase Supplement with the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders Borrowers and the Canadian Administrative Agent, substantially in the form of Exhibit L (a “Revolving LendersCommitment Increase Supplement”), respectivelywhereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and (E) this Agreement Schedule I shall be deemed amendedto be amended to so increase the Revolving Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Revolving Commitment Increase Supplement 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. (e) (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), without further actionif any bank or financial institution becomes a New Bank pursuant to subsection 2.10(b) or any Bank’s Revolving Commitment is increased pursuant to subsection 2.10(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 8.3 based on the Revolving Commitment Percentages (or relevant Foreign Currency Revolving Commitment Percentages, as the case may be) in effect on and after such Re-Allocation Date (except to the extent necessary to reflect that any such increased pro rata borrowings would result in any Bank making an aggregate total Commitments. (iv) In connection with principal amount of Committed Rate Loans in excess of its Revolving Commitment Increases to (or relevant Foreign Currency Revolving Commitment Percentages, as the Borrowers within a Borrower Group hereundercase may be), in which case such excess amount will be allocated to, and made by, the Applicable Tranche A Lenders relevant New Banks and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Lenders (including the Additional Revolving Commitment Lenders to such Borrower Group), or (2) take such other actions as reasonably may be required by the Agent, in each case Increasing Banks to the extent necessary so that all of, and in accordance with the pro rata provisions of subsection 8.3 based on, their respective Revolving Commitments (or relevant Foreign Currency Revolving Commitments, as the case may be)). On each Re-Allocation Date, the Administrative Agent shall deliver a notice to each Bank of the Applicable Tranche A Lenders effectively participate in each of the outstanding Tranche A adjusted Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Commitment Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments made pursuant to this Section 2.23); and (B) the Borrowers within subsection 2.10 on such Borrower Group shall pay to the Applicable Tranche A Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunderRe-Allocation Date.

Revolving Commitment Increases. (a) So long as no Event of Default then exists, or would result therefrom, the Borrower Agent shall have the right at any time, and from time to time, to request one or more increases in the amount of the total Commitments in an aggregate amount not to exceed $100,000,000 or, if less, the amount by which $400,000,000 exceeds the total Commitments then in effect (such amount, the “Aggregate Incremental Capacity”). Anything contained herein to the contrary notwithstanding, the aggregate amount of Commitments and, without duplication, Loans outstanding hereunder at any time, including the aggregate amount of Revolving Commitment Increases, shall not exceed $400,000,000 at any time. (i) The Agent or any other Person may arrange for existing Applicable Revolving Lenders to the Borrowers within any Borrower Group to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group a Revolving Lender hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agent, provided that and the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that which is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld). Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 25,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower Group, a promissory note will be issued, at the expense of the Borrowers within such Borrower Group, to such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and (ED) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party Borrower approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company Borrower Agent to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date)continuing. (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase Date”), and at such time (A) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Commitment IncreaseIncreases, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (EC) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Revolving Lenders (including the Additional Revolving Commitment Lenders to such Borrower GroupLenders), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Revolving Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay to the Applicable Tranche A Revolving Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunder.

Revolving Commitment Increases. (ia) The Agent or any other Person may arrange for existing Applicable Lenders Borrower shall have the right, but not the obligation, after the Closing Date, upon notice to the Borrowers within any Borrower Group Administrative Agent (an “Commitment Increase Notice”), to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group hereunder and to issue revolving commitments in request an amount equal to the amount of the increase in the aggregate total commitments under theany Initial Revolving Facility (which may, at the election of Tranche A Revolving Commitments requested by Borrower, include a proportionate increase to the Borrower Agent for LC Commitment Amount and, with the Borrowers within such Borrower Group consent of the Swing Line Lender, the Swing Line Commitment) (each such increase by either meanseach, a “Revolving Commitment Increase”, each such and the loans thereunder, “Incremental Revolving Commitment Increase issued to U.S. Borrowers, Loans;” the facility in connection therewith a “U.S. Incremental Revolving Commitment Increase” and each such Revolving Commitment Increase issued Facility”) by an aggregate amount of up to the Canadian Borrowersgreater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; provided that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a “Canadian Limited Condition Acquisition), (iii) the Incremental Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that Loans (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request guaranteed by the Borrower Agent, provided that Guarantors and shall rank pari passu in right of (1) priority with respect to the Borrower Agent shall not be obligated Collateral and (2) payment with respect to provide any existing Tranche A Revolving Lender with the opportunity Obligations in respect of the Commitments in effect prior to provide a the Revolving Commitment Increase and (B) any Additional shall be on terms and pursuant to the documentation applicable to the applicable existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the applicable then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Lender Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is not an existing Tranche A greater than the Effective Yield applicable to all Revolving Lender Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be an Eligible Assignee and shall be subject increased to the approval of extent necessary so that the AgentEffective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, each Issuing Bank and (iv) the Borrower Agent (each such consent not to be unreasonably withheld). Each Revolving Commitment Increase shall be requested in a minimum aggregate amount of at least $20,000,000 and in integral multiples amounts of $1,000,000 in excess thereof15,000,000 or a higher multiple of $1,000,000. Each The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall be subject to the terms and conditions set forth in this Section 2.23(b(i) the amount of the Revolving Commitment Increase being requested and any Tranche A Revolving Loans pursuant to (ii) the date on which such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect is requested to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lendersbecome effective. (iib) No The Borrower may seek a Revolving Commitment Increase shall become effective unless and until from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Revolving Credit Lenders, as applicable, in connection therewith. The Borrower, each Incremental Revolving Credit Lender and the following conditions have been satisfied: (A) the Borrower AgentAdministrative Agent and, the Agent, and any Additional Revolving Commitment Swing Line Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinionsLC Issuer, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued their consent would be required under Section 11.12(b) for an Additional Revolving Commitment to the Borrowers within a Borrower Groupassignment of Loans or Commitments, a promissory note will be issued, at the expense of the Borrowers within such Borrower Groupas applicable, to such Additional Revolving Commitment Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.18. Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be in conformity made thereunder, consistent with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties provisions set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier dateSection 2.18(a). (iii) . The Administrative Agent shall promptly notify each Revolving Lender as to the effectiveness of each Incremental Revolving Commitment Increase (with each date Credit Assumption Agreement. Each of such the parties hereto hereby agrees that, upon the effectiveness being referred to herein as a “of any Incremental Revolving Commitment Increase Date”), and at such time (A) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes ofCredit Assumption Agreement, this Agreement shall be increased by amended to the aggregate amount extent (but only to the extent) necessary to reflect the existence and terms of such the Revolving Commitment Increase, as applicable, or otherwise to effect the provisions of this Section 2.18, notwithstanding any requirements of Section 11.12. Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Borrower and furnished to the other parties hereto. (c) Upon the effectiveness of any Revolving Commitment Increase entered into pursuant to this Section 2.18, each Lender with a Revolving Commitment of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Facility (each, an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such ▇▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Loans held by each Lender with a Revolving Commitment of such Class (including each such Incremental Revolving Facility Lender) will equal the case percentage of the aggregate Revolving Commitments of such Class of all Lenders represented by such ▇▇▇▇▇▇’s Revolving Commitment of such Class. If, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Facility be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 3.04. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (d) Upon the effectiveness of any U.S. Revolving Commitments Increase entered into pursuant to this Section 2.18 with respect to any Class, each Lender with a Revolving Commitment Increasewith respect to such Class immediately prior to the providing of such Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving ▇▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to such deemed assignment and assumption of participations, the percentage of the aggregate total U.S. outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Loans held by each Lender with a Revolving Commitment and each Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the aggregate total U.S. Commitments underIncremental Revolving Facilities of all Lenders represented by such ▇▇▇▇▇▇’s Revolving Commitment and such ▇▇▇▇▇▇’s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Facility, there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the effectiveness of such Incremental Revolving Facility, be prepaid from the proceeds of the Incremental Revolving Loans made hereunder (reflecting such commitments under the Incremental Revolving Facility), which prepayment shall be accompanied by accrued and for all purposes ofunpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall be increased by not apply to the aggregate amount transactions effected pursuant to the immediately preceding sentence. (e) Notwithstanding the foregoing, the effectiveness of such U.S. any Revolving Commitment IncreaseIncrease under this Section 2.18 shall be subject to the satisfaction of the conditions, (C) in including the case terms of any Canadian Section 11.31, as agreed between the lenders providing such Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments Increase and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (E) this Agreement shall be deemed amended, without further actionBorrower and, to the extent necessary reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to reflect such increased aggregate total Commitmentslegal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion utilized generally in connection with similar credit facilities). (ivf) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding Notwithstanding anything to the contrary in this AgreementSection 2.18, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Lenders (including the Additional Revolving Commitment Lenders to such Borrower Group), or (2) take such other actions as reasonably Increase may be required by in the Agentform of a separate “first-in, last out” tranche (the “FILO Tranche”) with a separate borrowing base against the Borrowing Base Assets and interest rate margins in each case to be agreed upon (which, for the extent necessary so that all avoidance of the Applicable Tranche A Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to doubt, shall not require any increase in the aggregate total Tranche A Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay adjustment to the Applicable Revolving Loan Margin of other Loans pursuant to clause (a) above) among the Borrower, the Administrative Agent and the Lenders providing the FILO Tranche A Lenders so long as (1) any costs loans under the FILO Tranche may not be guaranteed by any Subsidiaries of the type referred to Borrower other than the Guarantors; (2) if the FILO Tranche availability exceeds $0, any Revolving Borrowing thereafter requested shall be made under the FILO Tranche until the FILO Tranche availability no longer exceeds $0; (3) the Borrower may not prepay Revolving Credit Loans under the FILO Tranche or terminate or reduce the commitments in Section 2.16 in connection with respect thereof at any repayment time that other Loans and/or prepayment of Revolving Loans required pursuant to preceding clause Reimbursement Obligations (A). Without limiting the obligations of the Borrowers unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) are outstanding; (4) the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase) shall, subject to the terms of the ABL/Bond Intercreditor Agreement, control exercise of remedies in respect of the Collateral and (5) no changes affecting the priority status of the Loans (other than the FILO Tranche), on the one hand, and the FILO Tranche, on the other hand, may be made without the consent of the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase), other than such changes which affect only the FILO Tranche. (g) This Section 2.18 shall supersede any provisions in this Agreement to the contrary, including Sections 2.16 or 11.12. For the avoidance of doubt, any of the provisions of this Section 2.23(b)2.18 may be amended with the consent of the Required Lenders, the Administrative Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunderBorrower.

Revolving Commitment Increases. (i) The Agent Borrower may at any time or any other Person may arrange for existing Applicable Lenders from time to time after the Closing Date, by notice to the Borrowers within any Borrower Group Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to increase their Tranche A each of the Revolving Commitments to the Borrowers within such Borrower Group Credit Lenders), request one or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group hereunder and to issue revolving commitments more increases in an amount equal to the amount Revolving Credit Commitments (consisting of the increase in Class of Revolving Credit Commitments with the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group Latest Maturity Date) (each such increase by either meansincrease, a “Revolving Commitment Increase”); provided that, each at the time of any such Revolving Commitment Increase issued to U.S. Borrowers(and after giving effect thereto), a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, no Default or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender Event of Default shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agent, provided that the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld)exist. Each Revolving Commitment Increase shall be in a minimum an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining Incremental Revolving Availability at such time). Notwithstanding anything to the contrary herein, the amount of at least $20,000,000 and in integral multiples of $1,000,000 in excess thereof. Each any requested Revolving Commitment Increase shall be subject not exceed the Incremental Availability at such time. Each notice from the Borrower pursuant to the terms and conditions this Section 2.15(a) shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be provided by any existing Revolving Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.23(b2.15(a) and otherwise on terms reasonably acceptable to the Administrative Agent or by any Tranche A other Person constituting an Eligible Assignee (any such other Person being called an “Additional Revolving Lender”); provided that the Administrative Agent, the Issuers and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to such Revolving Credit Lender’s or Additional Revolving Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 12.2(b) for an assignment of Revolving Loans or Revolving Credit Commitments to such Revolving Credit Lender or Additional Revolving Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall become Revolving Credit Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s applicable Class of Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Revolving Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Holdings, each Borrower, each Revolving Credit Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Revolving Lender, if any, and the Administrative Agent. The Borrower shall use Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.15(a), (x) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase or new Tranche A Revolving Commitments shall Lender will automatically and without further act be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect deemed to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower Groupassumed, a promissory note will be issued, at the expense of the Borrowers within such Borrower Group, to such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment portion of such Additional Revolving Commitment Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party approving or consenting to ’s participations hereunder in outstanding Letters of Credit and Swing Loans such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to each such deemed assignment and assumption of participations, the requested percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender and (iii) participations in Protective Advances held by each Revolving Credit Lender (including each such Revolving Commitment Increase, Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such Lender’s Revolving Credit Commitment (xwithout regard to any separate Class or Classes of) no Event Revolving Credit Commitments of Default shall have occurred and be continuing any Revolving Credit Lenders) and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (orif, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such increase, there are any Revolving Credit IncreaseLoans outstanding, as applicable, with the same effect as though made such Revolving Loans shall on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Revolving Lender as prior to the effectiveness of each such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (with each date of reflecting such effectiveness being referred to herein as a “increase in Revolving Commitment Increase Date”Credit Commitments), and at such time (A) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement which prepayment shall be increased accompanied by accrued interest on the aggregate amount of such Revolving Commitment Increase, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (E) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, being prepaid and obtain Revolving Loans from certain other Applicable Lenders (including the Additional Revolving Commitment Lenders to such Borrower Group), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay to the Applicable Tranche A Lenders any costs of the type referred to incurred by any Revolving Credit Lender in accordance with Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunder3.

Revolving Commitment Increases. (a) So long as no Event of Default then exists, or would result therefrom, the Borrower Agent shall have the right at any time, and from time to time, to request one or more increases in the amount of the Total Revolving Commitments in an aggregate amount not to exceed $250,000,000 or, if less, the amount by which $750,000,000 exceeds the Total Revolving Commitments then in effect (such amount, the “Aggregate Incremental Capacity”). Anything contained herein to the contrary notwithstanding, the Total Revolving Commitments and, without duplication, Loans outstanding hereunder at any time, including the aggregate amount of Revolving Commitment Increases, shall not exceed $750,000,000 at any time. (i) The Agent or any other Person may arrange for existing Applicable Revolving Lenders to the Borrowers within any Borrower Group to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group a Revolving Lender hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agent, provided that and the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that which is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld). Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 25,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Restatement Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower Group, a promissory note will be issued, at the expense of the Borrowers within such Borrower Group, to such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and (ED) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party Borrower approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company Borrower Agent to the effect that, that (x) after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents Document shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase Date”), and at such time (A) the aggregate total Tranche A Total Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Commitment IncreaseIncreases, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (EC) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Revolving Lenders (including the Additional Revolving Commitment Lenders to such Borrower GroupLenders), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Revolving Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A Total Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay to the Applicable Tranche A Revolving Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Total Revolving Commitments and the aggregate total Commitments hereunder.

Revolving Commitment Increases. (i) The Agent or any other Person may arrange for existing Applicable Revolving Lenders to the Borrowers within any Borrower Group to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group a Revolving Lender hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agent, provided that and the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that which is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld). Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower GroupLender, a promissory note will be issued, issued at the expense of the Borrowers within such Borrower GroupBorrowers’ expense, to each such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party Borrower approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase Date”), and at such time (A) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Commitment IncreaseIncreases, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (EC) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Revolving Lenders (including the Additional Revolving Commitment Lenders to such Borrower GroupLenders), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Revolving Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay to the Applicable Tranche A Revolving Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunder.

Revolving Commitment Increases. (i) The Agent or any other Person may arrange for Any request to increase the Revolving Commitments shall be first made to all existing Applicable Revolving Lenders to on a pro rata basis. To the Borrowers within any Borrower Group extent that the existing Revolving Lenders decline to increase their Tranche A Revolving Commitments, or decline to increase their Revolving Commitments to the Borrowers within such amount requested by the Borrower Group or Agent, the Agent may arrange for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group a Revolving Lender hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for and not accepted by the Borrowers within such Borrower Group existing Revolving Lenders (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agent, provided that the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that which is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, the Co-Collateral Agents, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld), and (C) for the avoidance of doubt, no Additional Revolving Loans shall be used to effect any exchange of Existing Notes for Revolving Loans or Revolving Commitments. Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 25,000,000 and in integral multiples of $1,000,000 5,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent, the Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan DocumentsDocuments in such form as the Agent may reasonably require; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent, the Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower GroupLender, a promissory note will be issued, issued at the expense of the Borrowers within such Borrower GroupBorrowers’ expense, to each such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and; (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party Borrower approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and continuing; and (yF) the representations Borrower Agent, the Borrowers and warranties of the Loan Parties set forth in this Agreement Additional Revolving Commitment Lenders shall have delivered such other instruments, documents and in each of agreements as the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date)Agent may reasonably request. (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase Date”), and at such time (A) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Commitment IncreaseIncreases, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (EC) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Revolving Lenders (including the Additional Revolving Commitment Lenders to such Borrower GroupLenders), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Revolving Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay to the Applicable Tranche A Revolving Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunder.

Revolving Commitment Increases. (a) So long as no Event of Default then exists, or would result therefrom, the Borrower Agent shall have the right at any time, and from time to time, to request one or more increases in the amount of the total Commitments in an aggregate amount not to exceed $100,000,000150,000,000 or, if less, the amount by which $400,000,000450,000,000 exceeds the total Commitments then in effect (such amount, the “Aggregate Incremental Capacity”). Anything contained herein to the contrary notwithstanding, the aggregate amount of Commitments and, without duplication, Loans outstanding hereunder at any time, including the aggregate amount of Revolving Commitment Increases, shall not exceed $400,000,000450,000,000 at any time. (i) The Agent or any other Person may arrange for existing Applicable Revolving Lenders to the Borrowers within any Borrower Group to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group a Revolving Lender hereunder and to issue revolving commitments in an amount equal to the amount of the increase in the aggregate total of Tranche A Revolving Commitments requested by the Borrower Agent for the Borrowers within such Borrower Group (each such increase by either means, a “Revolving Commitment Increase”, each such Revolving Commitment Increase issued to U.S. Borrowers, a “U.S. Revolving Commitment Increase” and each such Revolving Commitment Increase issued to the Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the Canadian Borrowers, an “Additional Canadian Revolving Lender”); provided, however, that (A) no Tranche A Revolving Lender shall be obligated to provide a Revolving Commitment Increase as a result of any such request by the Borrower Agent, provided that and the Borrower Agent shall not be obligated to provide any existing Tranche A Revolving Lender with the opportunity to provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that which is not an existing Tranche A Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent, each Issuing Bank and the Borrower Agent (each such consent not to be unreasonably withheld). Each Revolving Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 25,000,000 and in integral multiples of $1,000,000 in excess thereof. Each Revolving Commitment Increase shall be subject to the terms and conditions set forth in this Section 2.23(b) and any Tranche A Revolving Loans pursuant to such Revolving Commitment Increase or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to any fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders. (ii) No Revolving Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) the Borrower Agent, the Agent, and any Additional Revolving Commitment Lender shall have executed and delivered a customary joinder to the Loan Documents; (B) the Borrowers within the Borrower Group that are receiving such Revolving Commitment Increase shall have paid such fees and other compensation as the Borrower Agent and each such Additional Revolving Commitment Lender may agree; (C) the Borrower Agent shall have delivered to the Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent (it being agreed that the counsel that delivers the legal opinions on the Effective Date shall be satisfactory to the Agent) and dated such date; (D) to the extent requested by any Additional Revolving Commitment Lender that has issued an Additional Revolving Commitment to the Borrowers within a Borrower Group, a promissory note will be issued, at the expense of the Borrowers within such Borrower Group, to such Additional Revolving Commitment Lender, to be in conformity with the requirements of Section 2.10 (with appropriate modification) to the extent necessary to reflect the new Revolving Commitment of such Additional Revolving Commitment Lender; and (ED) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each Loan Party Borrower approving or consenting to such Revolving Commitment Increase and (2) a certificate of a Responsible Officer of the Company Borrower Agent to the effect that, after giving effect to the requested Revolving Commitment Increase, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Revolving Credit Increase, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date)continuing. (iii) The Agent shall promptly notify each Revolving Lender as to the effectiveness of each Revolving Commitment Increase (with each date of such effectiveness being referred to herein as a “Revolving Commitment Increase Date”), and at such time (A) the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Revolving Commitment IncreaseIncreases, (B) in the case of any U.S. Revolving Commitment Increase, the aggregate total U.S. Revolving Commitments and the aggregate total U.S. Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such U.S. Revolving Commitment Increase, (C) in the case of any Canadian Revolving Commitment Increase, the aggregate total Canadian Revolving Commitments and the aggregate total Canadian Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Canadian Revolving Commitment Increase, (D) the Commitment Schedule shall be deemed modified, without further action, to reflect the revised Tranche A Revolving Commitments of the U.S. Revolving Lenders and the Canadian Revolving Lenders, respectively, and (EC) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased aggregate total Commitments. (iv) In connection with Revolving Commitment Increases to the Borrowers within a Borrower Group hereunder, the Applicable Tranche A Lenders and the Borrowers within such Borrower Group agree that, notwithstanding anything to the contrary in this Agreement, (A) the Borrowers within such Borrower Group shall, in coordination with the Agent, (1) repay outstanding Revolving Loans of certain Applicable Lenders, and obtain Revolving Loans from certain other Applicable Revolving Lenders (including the Additional Revolving Commitment Lenders to such Borrower GroupLenders), or (2) take such other actions as reasonably may be required by the Agent, in each case to the extent necessary so that all of the Applicable Tranche A Revolving Lenders effectively participate in each of the outstanding Tranche A Revolving Loans to such Borrower Group pro rata on the basis of their Applicable Percentages (determined after giving effect to any increase in the aggregate total Tranche A Revolving Commitments pursuant to this Section 2.23); and (B) the Borrowers within such Borrower Group shall pay to the Applicable Tranche A Revolving Lenders any costs of the type referred to in Section 2.16 in connection with any repayment and/or prepayment of Revolving Loans required pursuant to preceding clause (A). Without limiting the obligations of the Borrowers provided for in this Section 2.23(b), the Agent and the Applicable Tranche A Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 2.16 which the Borrowers receiving a Revolving Commitment Increase would otherwise occur in connection with the implementation of an increase in the aggregate total Tranche A Revolving Commitments and the aggregate total Commitments hereunder.