Common use of Increase in Revolving Commitments Clause in Contracts

Increase in Revolving Commitments. The Borrowers shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,250,000,000 (the “Maximum Increase Amount”). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of a Lender or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreement.

Increase in Revolving Commitments. The Borrowers Subject to the terms and conditions set forth herein, upon thirty (30) days advance written notice to the Agent, the Borrower shall have the right right, at any time and from time to request increases in time during the aggregate amount of Commitment Period, to increase the Revolving Commitments by providing written notice up to $35,000,000 in the Administrative Agent, which notice aggregate (to an Aggregate Revolving Committed Amount of up to $300 million); provided that (i) any such increase shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,250,000,000 (the “Maximum Increase Amount”). Each such increase in the Revolving Commitments must be an aggregate a minimum principal amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such dateremaining amount, if less). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) if any allocation Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.12) as necessary to any Eligible Assignee that is not a Lender, Affiliate give effect to the revised commitment percentages and commitment amounts of a Lender or an Approved Fund the Banks and (iii) the conditions to Extensions of Credit in Section 3.02 shall be true and correct. An increase in the Aggregate Revolving Committed Amount hereunder shall be subject to satisfaction of the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of following: (A) the portion of the outstanding principal amount of such Revolving Loans increase shall be offered first to be purchased by such Lenderthe existing Banks, plus (B) and in the aggregate event the additional commitments which existing Banks are willing to take shall exceed the amount of payments previously made requested by the other Lenders under Section 2.02(j) that have not been repaid by Borrower, then in proportion to the Borrowers, plus (C) interest accrued and unpaid to and as commitments of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay existing Banks willing to the Lenders amounts payabletake additional commitments, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporateif the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Banks are willing to take, partnership, member or then the Borrower may invite other necessary action commercial banks and financial institutions reasonably acceptable to the Agent to join this Credit Agreement as Banks hereunder for the portion of commitments not taken by each Guarantor authorizing existing Banks, provided that such other commercial banks and financial institutions shall enter into such joinder agreements to give effect thereto as the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as Borrower may reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by request. In connection with any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreement.pursuant to this

Increase in Revolving Commitments. The Borrowers Subject to the terms and conditions set forth herein, upon thirty (30) days advance written notice to the Agent, the Borrower shall have the right right, at any time and from time to request increases in time during the aggregate amount of Commitment Period, to increase the Revolving Commitments by providing written notice up to FIFTY MILLION DOLLARS ($50,000,000) in the Administrative Agent, which notice aggregate (to an Aggregate Revolving Committed Amount of up to TWO HUNDRED MILLION DOLLARS ($200,000,000); provided that (i) any such increase shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,250,000,000 (the “Maximum Increase Amount”). Each such increase in the Revolving Commitments must be an aggregate a minimum principal amount of $25,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such dateremaining amount, if less). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) if any allocation Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 2.12) as necessary to any Eligible Assignee that is not a Lender, Affiliate give effect to the revised commitment percentages and commitment amounts of a Lender or an Approved Fund the Banks and (iii) the conditions to Extensions of Credit in Section 3.02 shall be true and correct. An increase in the Aggregate Revolving Committed Amount hereunder shall be subject to satisfaction of the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of following: (A) the portion of the outstanding principal amount of such Revolving Loans increase shall be offered first to be purchased by such Lenderthe existing Banks, plus (B) and in the aggregate event the additional commitments which existing Banks are willing to take shall exceed the amount of payments previously made requested by the other Lenders under Section 2.02(j) that have not been repaid by Borrower, then in proportion to the Borrowers, plus (C) interest accrued and unpaid to and as commitments of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay existing Banks willing to the Lenders amounts payabletake additional commitments, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporateif the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Banks are willing to take, partnership, member or then the Borrower may invite other necessary action commercial banks and financial institutions reasonably acceptable to the Agent to join this Credit Agreement as Banks hereunder for the portion of commitments not taken by each Guarantor authorizing existing Banks, provided that such other commercial banks and financial institutions shall enter into a Bank Joinder Agreement in the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantorsform attached hereto as Schedule 2.01(d), and addressed provide such other documentation to give effect thereto as the Administrative Agent and the Lenders covering such matters as Borrower may reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by request. In connection with any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount Revolving Commitments pursuant to this Section, Schedule 2.01(a) shall be revised to reflect the modified commitment percentages and commitments of the Revolving Commitments and (iv) a Joinder AgreementBanks.

Increase in Revolving Commitments. The Borrowers shall have Subject to the right to request increases in the aggregate amount of the Revolving Commitments by providing terms and conditions set forth herein, upon twelve (12) days advance written notice to the Administrative Agent, which notice the Borrower shall have the right, at any time and from time to time from the Closing Date until the Termination Date, to increase the Revolving Committed Amount by an amount up to $75,000,000 in the aggregate; provided that (i) any such increase shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,250,000,000 (the “Maximum Increase Amount”). Each such increase in the Revolving Commitments must be an aggregate a minimum principal amount of $25,000,000 15,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such dateremaining amount, if less). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) if any allocation Revolving Loans are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amount owing under Section 3.10) as necessary to any Eligible Assignee that is not a Lender, Affiliate give effect to the revised commitment percentages and commitment amounts of a Lender or an Approved Fund the Lenders and (iii) the conditions to Extensions of Credit in Sections 5.2 shall be true and correct. An increase in the Revolving Committed Amount hereunder shall be subject to satisfaction of the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 following: (A) in the case of Borrowersany such request for an increase in the Revolving Committed Amount, the amount of such increase shall be offered first to the existing Lenders, and in their sole discretionthe event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, andthen in proportion to the commitments of such existing Lenders willing to take additional commitments, and (B) in the case of Administrative Agentany such request for an increase in the Revolving Committed Amount, not the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to be unreasonably withheld or delayed) take, then the Borrower may invite other commercial banks and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject financial institutions reasonably acceptable to the consent Agent to join this Credit Agreement as Lenders hereunder for the portion of Borrowers in their reasonable discretion commitments not taken by existing Lenders, provided that such other commercial banks and each Issuing Bank that is financial institutions shall enter into such joinder agreements to give effect thereto as the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000Agent and the Borrower may reasonably request. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in In connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under pursuant to this Section is subject to the following conditions precedent: (xSection, Schedule 2.1(a) no Default or Event of Default shall be in existence on revised to reflect the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as modified commitment percentages and commitments of the date Lenders. Upon payment of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect one time Expandability Syndication Fee (as such term is defined in the Agent's Fee Letter), NationsBank shall use reasonable efforts to obtain additional commitments to accommodate any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified request by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by Borrower to increase the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreement.

Increase in Revolving Commitments. The Borrowers shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written (a) Provided there exists no Default, upon notice to the Administrative Agent, which notice shall be irrevocable once givenBorrower may from time to time, but not more than two times in any year, request an increase in the Commitments of all Lenders in a minimum amount of no less than $10.0 million or $1.0 million multiples in excess thereof; provided, however, that after giving effect to any such increases increases, the aggregate amount Commitments of the Revolving Commitments all Lenders shall not exceed $1,250,000,000 225.0 million. At the time of sending notice of such request to the Lenders, Borrower (the “Maximum Increase Amount”). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, Administrative Agent) shall manage specify the time period within which each Lender is requested to respond (unless it waives which shall in no event be less than ten Business Days from the date of delivery of such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving CommitmentsLenders). If requested to respond, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments Lender in its sole and absolute discretion shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) notify the Administrative Agent will consult with Borrowers with respect within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify Borrower and each Lender of the Lenders’ responses to each request made hereunder. If the Lenders do not agree to the syndication full amount of the proposed new Revolving Commitmentsa requested increase, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of Borrower may then invite a Lender or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever Lenders to increase its Revolving Commitment their Commitments or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder invite additional financial institutions (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) solely to the extent applicable and requested otherwise permitted by any Lender, new Revolving Notes executed by the Borrowers and payable Section 11.04) to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable become Lenders pursuant to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreement.

Increase in Revolving Commitments. The Borrowers shall have Subject to the right terms and conditions set forth herein, the Borrower may, at any time prior to request increases in the aggregate amount of the Revolving Commitments by providing then applicable Maturity Date, upon written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,250,000,000 (the “Maximum Increase Amount”). Each such cause an increase in the Revolving Commitments must be Aggregate Committed Amount by up to TWO HUNDRED TWENTY FIVE MILLION DOLLARS ($225,000,000) (to an aggregate minimum amount of not more than SIX HUNDRED MILLION DOLLARS ($25,000,000 and integral multiples of $5,000,000 in excess thereof (or 600,000,000)); provided that such lesser amount which increase shall be approved by conditioned and effective upon the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects satisfaction of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that following conditions: (i) the Administrative Agent will consult with Borrowers with respect Borrower shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the syndication of the proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of a Lender or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) which other commercial banks and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund financial institutions shall be subject to the consent of Borrowers join in their reasonable discretion and each Issuing Bank that is the issuer of Letters of this Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes as Lenders by a Lender hereunder (or Joinder Agreement substantially in the case form of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the Exhibit F attached hereto or other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance arrangement reasonably satisfactory acceptable to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant no case shall any Lender be required to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increaseits Revolving Commitment without its written consent); (ii) an opinion any such increase shall be in a minimum aggregate principal amount of counsel $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less) or such other amount as agreed to by the Borrowers Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by if any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment Loans are outstanding at the time of any such increase, the effectiveness Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to the revised commitment percentages and commitment amounts; (iv) the Borrower shall pay to the Administrative Agent and the Arranger all fees required under any fee letter due in connection with the syndication of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreement.Committed Amount;

Increase in Revolving Commitments. The Borrowers shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,250,000,000 1,500,000,000 (the “Maximum Increase Amount”). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of a Lender or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreement.

Increase in Revolving Commitments. The Borrowers shall have the right to request increases in the aggregate amount (a) Provided there exists no Default or Event of the Revolving Commitments by providing written Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), which notice shall be irrevocable once giventhe Borrower may from time to time, request an increase in the Revolving Committed Amount; provided, however, that the maximum amount of the Revolving Committed Amount after giving effect to any such increases the aggregate amount of the Revolving Commitments increase shall not exceed $1,250,000,000 (the “Maximum Increase Amount”)100,000,000. Each such The aggregate amount of any individual increase hereunder shall be in the Revolving Commitments must be an aggregate a minimum amount of $25,000,000 5,000,000, or such lesser amount as may be necessary to increase the Revolving Committed Amount to the maximum $100,000,000, and in integral multiples of $5,000,000 1,000,000 in excess thereof (or such lesser thereof. To achieve the full amount which shall be approved by of a requested increase, the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Borrower may solicit increased Revolving Commitments shall be allocated, the timing of all offers to from existing Lenders and other also invite additional Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation providedto become Lenders; provided, however, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of a Lender or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No no existing Lender shall be obligated to accept an increase in any way whatsoever its Revolving Commitment pursuant to this Section 2.5 unless it specifically consents to such increase in writing. Any Lender or Eligible Assignee agreeing to increase its existing Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party Commitment pursuant to this Agreement Section 2.5 shall, in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreementtherewith, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available deliver to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, new commitment agreement in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreementits counsel.

Increase in Revolving Commitments. The Borrowers (i) So long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have the right at any time, and from time to time, to request increases in an increase of the aggregate amount of the Revolving Commitments by providing written notice an amount not to exceed $25,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent, which notice shall be irrevocable once given; in consultation with the Borrower, will use its reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Revolving Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Revolving Commitment, an “Additional Commitment Lender”), provided, however, that after giving effect (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such increases request by the Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the Revolving Commitment of any Additional Commitment Lender be less than $5,000,000. Each Commitment Increase shall be in a minimum aggregate amount of the Revolving Commitments shall not exceed at least $1,250,000,000 (the “Maximum Increase Amount”). Each such increase 5,000,000 and in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of a Lender or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreementthereof.

Increase in Revolving Commitments. The Borrowers Within the sixty (60) day period following the consummation of the Spin-Off, the Borrower shall have the right to request increases in the aggregate amount of the Revolving Commitments by providing upon written notice to the Administrative AgentAgent to increase the Revolving Committed Amount by up to $10,000,000, which notice shall be irrevocable once given; providedSUBJECT, howeverHOWEVER, that after giving effect to in any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,250,000,000 (the “Maximum Increase Amount”). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that is not a Lender, Affiliate of a Lender or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if anycase, to such Lenders under Section 4.04 as a result satisfaction of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (xA) no Default or Event of Default shall be in existence has occurred and is continuing on the effective date of on which such increase, Revolving Committed Amount increase is to become effective; (yB) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants representations and warranties set forth in Section 9.01 6 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such Revolving Committed Amount increase is to become effective; (C) on or before the date on which such Revolving Committed Amount increase is to become effective, the Agent shall have received, for its own account, the mutually acceptable fees and expenses required by separate agreement of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before Borrower and after giving effect the Agent to any be paid in connection with such increase; (D) such Revolving Committed Amount increase shall be an integral multiple of $500,000 and shall in no event be less than $2,500,000; and (zE) such requested Commitment increase shall be effective on such date only to the extent that, on or before such date, (A) the Administrative Agent shall have received each and accepted a corresponding amount of the following, in form and substance reasonably satisfactory Additional Commitment(s) pursuant to a commitment letter(s) acceptable to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered from one or more Lenders acceptable to the Administrative AgentAgent and, copies certified by with respect to any Lender that is not at such time a Lender hereunder, the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase Borrower and (B) all corporateeach such Lender has executed an agreement in the form of SCHEDULE 3.4(D) hereto (each such agreement a "NEW COMMITMENT AGREEMENT"), partnershipaccepted in writing therein by the Agent and, member or other necessary action taken by each Guarantor authorizing with respect to any Lender that is not at such time a Lender hereunder, the guaranty of such increase; (ii) an opinion of counsel Borrower, with respect to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any existing Lenders increasing their Revolving Commitments, in the amount Additional Commitment of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder Agreement.

Increase in Revolving Commitments. The Borrowers (a) Subject to the terms and conditions of this Agreement, so long as this Agreement shall have be in full force and effect, and in reliance upon the right to request increases in the aggregate amount representations and warranties of the Revolving Commitments Loan Parties contained herein, at any time prior to the Termination Date, Borrower may, by providing written notice to the Administrative AgentAgent from time to time, which notice shall be irrevocable once given; providedrequest additional revolving loan commitments (each, however, that after giving effect an “Incremental Revolving Commitment Increase” and an “Incremental Facility”) in an aggregate principal amount not to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,250,000,000 (the “Maximum Increase Amount”). Each 50,000,000.00 for all such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that Incremental Facilities from (i) the Administrative Agent will consult with Borrowers with respect to the syndication of the proposed new Revolving Commitmentsan existing Lender, (ii) any allocation to Affiliate or Approved Fund of any Eligible Assignee that is not a Lender, Affiliate of a existing Lender or an Approved Fund (iii) any other Person acceptable (which acceptance shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (in the case of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) to Administrative Agent and the Issuing Lender; provided, that no more than an aggregate of two (iii2) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund Incremental Facilities shall be subject to permitted during the consent term of Borrowers this Agreement. Such notice shall set forth (A) the amount, type and terms of the Incremental Facility being requested (which shall be in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess minimum increments of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment 5,000,000.00 and a minimum amount of $25,000,000.00 or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an lesser amount equal to the sum remaining permitted amount of the Incremental Facilities), and (Aii) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on which such portion of Incremental Facility is requested to become effective (which shall not be less than five (5) Business Days nor more than sixty (60) Business Days after the outstanding principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the Parent notice). The terms and provisions of each Incremental Revolving Commitment Increase and loans made thereunder shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or 8.02 both before and after giving effect to any such increase and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory be identical to the Administrative Agent (it being understood that deliveries in substantially the same form and substance consistent with those delivered pursuant to Section 5.01 shall be satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrowers to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrowers and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the Borrowers and payable to any then existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments and (iv) a Joinder AgreementRevolving Loans, respectively.