Common use of Increase in the Commitments Clause in Contracts

Increase in the Commitments. (a) So long as no Default has occurred and is continuing or would arise therefrom, the Borrower shall have the right at any time, and from time to time, to request an increase of the aggregate amount of Commitments from $400,000,000 to an aggregate amount not to exceed $500,000,000. 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 (or an Affiliate of the Administrative Agent as directed by the Administrative Agent), 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 increase in the aggregate 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 Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the consent of the Administrative Agent, the Issuing Banks and the Borrower (which consent shall not be unreasonably withheld), but without the consent of any other Lender and (iii) each Commitment Increase shall be (unless the Administrative Agent otherwise agrees in writing) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to the positive difference (if any) of $10,000,000 less such Lender’s existing Commitment.

Increase in the Commitments. (a) So long as At any time prior to the Maturity Date in effect at any time (but not more than once in any calendar year), if no Default has or Event of Default shall have occurred and is be continuing or would arise therefromat such time, the Borrower shall have the right at any timeCompany may, and from time to timeif it so elects, to request an increase of the aggregate amount of the Commitments from $400,000,000 to an aggregate amount not to exceed $500,000,000. 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 (or an Affiliate of the Administrative Agent as directed by the Administrative Agent), 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 increase in the aggregate Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either meanseach, a “Commitment Increase,” ”), either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent and each Person issuing, or Lender increasing, its CommitmentIssuing Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Additional Assuming Lender”) to become a Lender or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Company and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent and each Issuing Bank (each an “Assumption Agreement”), provided, however, such Increasing Lender shall have a Commitment as therein set forth or such Assuming Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with a Commitment hereunder; provided that (i) no Lender the Company shall be obligated provide prompt notice of such increase to provide a Commitment Increase as a result of any such request by the BorrowerAdministrative Agent, which shall promptly notify the other Lenders, (ii) any Additional Commitment Lender the aggregate amount of each such increase which is not an existing Lender effective on any day shall be subject at least $25,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Commitments shall at no time exceed $1,000,000,000 and (iv) the Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the board of directors of the Company (or a duly authorized committee thereof) evidencing the ability of the Company to effect the Commitment Increase, (B) if such Commitment Increase occurs after the Reorganization Date, a consent of Newco and (C) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit H-1 hereto with such modifications as are reasonably acceptable to the Administrative Agent, the Issuing Banks and the Borrower (which consent shall not be unreasonably withheld), but without the consent of any other Lender and (iii) each Commitment Increase shall be (unless the Administrative Agent otherwise agrees in writing) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to the positive difference (if any) of $10,000,000 less such Lender’s existing Commitment.

Increase in the Commitments. (a) So long as The Borrower may on no Default has occurred more than two occasions during the period beginning on the date hereof to and including the date that is continuing or would arise therefromsix months prior to the Maturity Date, by written notice to the Administrative Agent executed by the Borrower shall have and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the right at any time, and from time Commitments to time, to request an increase be extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be increased, as the case may be) in an amount for each Increasing Lender set forth in such notice; provided, that (i) each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in the aggregate amount Commitments being increased by no less than $10,000,000, (ii) no extension of new Commitments from $400,000,000 or increase in existing Commitments pursuant to an this paragraph may result in the aggregate amount not to exceed Commitments exceeding $500,000,000. Any such requested increase , (iii) each Increasing Lender, if not already a Lender hereunder, 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 subject to the amount requested by the Borrower, approval of the Administrative Agent (or an Affiliate of which approval shall not be unreasonably withheld) and (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent as directed by a duly executed accession agreement in a form reasonably satisfactory to the Administrative AgentAgent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, in consultation with the Borrower(i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, will use its reasonable efforts to arrange for other Persons to become benefits and privileges accorded a Lender hereunder and subject to issue commitments all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in an amount equal such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments requested by (or in 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 Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any Lender) shall become effective under this Section unless, on the date of such request by the Borrowerincrease, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the consent of the Administrative Agent, the Issuing Banks and the Borrower (which consent shall not be unreasonably withheld), but without the consent of any other Lender and (iii) each Commitment Increase shall be (unless the Administrative Agent otherwise agrees in writing) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to the positive difference (if any) of $10,000,000 less such Lender’s existing Commitment.shall

Increase in the Commitments. (a) So long as The Borrower may on no Default has occurred more than two occasions during the period beginning on the Effective Date to and including the date that is continuing or would arise therefromsix months prior to the Maturity Date, by written notice to the Administrative Agent executed by the Borrower shall have and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the right at any time, and from time Commitments to time, to request an increase be extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be increased, as the case may be) in an amount for each Increasing Lender set forth in such notice; provided, that (i) each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in the aggregate amount Commitments being increased by no less than $10,000,000, (ii) no extension of new Commitments from or increase in existing Commitments pursuant to this paragraph may result in the aggregate Commitments exceeding $400,000,000 to an aggregate amount 600,000,000, (iii) each Increasing Lender, if not to exceed $500,000,000. Any such requested increase already a Lender hereunder, 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 subject to the amount requested by the Borrower, approval of the Administrative Agent (or an Affiliate of which approval shall not be unreasonably withheld) and (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent as directed by a duly executed accession agreement in a form reasonably satisfactory to the Administrative AgentAgent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, in consultation with the Borrower(i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, will use its reasonable efforts to arrange for other Persons to become benefits and privileges accorded a Lender hereunder and subject to issue commitments all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in an amount equal such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments requested by (or in the Borrower and not accepted by Commitment of any Lender) shall become effective under this Section unless, on the existing Lenders (each date of such increase, the Administrative Agent shall have received a certificate, dated as of the effective date of such increase and executed by either meansa Financial Officer of the Borrower, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, to the effect that the conditions set forth in paragraphs (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender of Section 4.02 shall be subject satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and attaching resolutions of the Borrower approving such increase). Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the consent effectiveness of such increase or extension shall continue to be outstanding until the ends of the Administrative Agentrespective Interests Periods applicable thereto, the Issuing Banks and shall then be repaid and, if the Borrower (which consent shall not be unreasonably withheld)so elect, but without refinanced with new Revolving Loans made pursuant to Section 2.01 ratably in accordance with the consent of any other Lender and (iii) each Commitment Increase shall be (unless the Administrative Agent otherwise agrees Commitments in writing) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 effect following such extension or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to the positive difference (if any) of $10,000,000 less such Lender’s existing Commitmentincrease.

Increase in the Commitments. (a) So long as At any time prior to the latest Maturity Date in effect at any time (but not more than once in any calendar year), if no Default has or Event of Default shall have occurred and is be continuing or would arise therefromat such time, the Borrower shall have the right at any timeCompany may, and from time to timeif it so elects, to request an increase of the aggregate amount of the Commitments from $400,000,000 to an aggregate amount not to exceed $500,000,000. 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 (or an Affiliate of the Administrative Agent as directed by the Administrative Agent), 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 increase in the aggregate Commitments requested by the Borrower and not accepted by the existing Lenders (each such increase by either meanseach, a “Commitment Increase,” ”), either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent and each Person issuing, or Lender increasing, its CommitmentIssuing Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Additional Assuming Lender”) to become a Lender or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Company and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent and each Issuing Bank (each an “Assumption Agreement”), provided, however, such Increasing Lender shall have a Commitment as therein set forth or such Assuming Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with a Commitment hereunder; provided that (i) no Lender the Company shall be obligated provide prompt notice of such increase to provide a Commitment Increase as a result of any such request by the BorrowerAdministrative Agent, which shall promptly notify the other Lenders, (ii) any Additional Commitment Lender the aggregate amount of each such increase which is not an existing Lender effective on any day shall be subject at least $25,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Commitments shall at no time exceed $1,000,000,000 and (iv) the Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the board of directors of the Company (or a duly authorized committee thereof) evidencing the ability of the Company to effect the Commitment Increase, (B) a consent of the Guarantor and (C) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit H-1 hereto with such modifications as are reasonably acceptable to the Administrative Agent, the Issuing Banks and the Borrower (which consent shall not be unreasonably withheld), but without the consent of any other Lender and (iii) each Commitment Increase shall be (unless the Administrative Agent otherwise agrees in writing) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to the positive difference (if any) of $10,000,000 less such Lender’s existing Commitment.

Increase in the Commitments. (a) So long as no Default has occurred and is continuing or would arise therefromThe Borrower may, by written notice to the Administrative Agent executed by the Borrower shall have and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the right at any time, and from time Commitments to time, to request an increase be extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be increased, as the case may be) in an amount for each Increasing Lender set forth in such notice; provided, that (i) each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in the aggregate amount Commitments being increased by no less than $5,000,000, (ii) no extension of new Commitments from or increase in existing Commitments pursuant to this paragraph may result in the aggregate Commitments exceeding $400,000,000 to an aggregate amount 75,000,000, (iii) each Increasing Lender, if not to exceed $500,000,000. Any such requested increase already a Lender hereunder, 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 subject to the amount requested by the Borrower, approval of the Administrative Agent (or an Affiliate of which approval shall not be unreasonably withheld) and (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent as directed by a duly executed accession agreement in a form reasonably satisfactory to the Administrative AgentAgent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, in consultation with the Borrower(i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, will use its reasonable efforts to arrange for other Persons to become benefits and privileges accorded a Lender hereunder and subject to issue commitments all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in an amount equal such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments requested by (or in the Borrower and not accepted by Commitment of any Lender) shall become effective under this Section unless, on the existing Lenders (each date of such increase, the Administrative Agent shall have received a certificate, dated as of the effective date of such increase and executed by either meansa Financial Officer of the Borrower, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, to the effect that the conditions set forth in paragraphs (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender of Section 4.02 shall be subject satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and attaching resolutions of the Borrower approving such increase). Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the consent effectiveness of such increase or extension shall continue to be outstanding until the end of the Administrative Agentrespective Interests Periods applicable thereto, the Issuing Banks and shall then be repaid and, if the Borrower (which consent shall not be unreasonably withheld)so elect, but without refinanced with new Revolving Loans made pursuant to Section 2.01 ratably in accordance with the consent of any other Lender and (iii) each Commitment Increase shall be (unless the Administrative Agent otherwise agrees Commitments in writing) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 effect following such extension or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to the positive difference (if any) of $10,000,000 less such Lender’s existing Commitmentincrease.

Increase in the Commitments. (a) So long as The Borrower may on no Default has occurred more than two occasions during the period beginning on the date hereof to and including the date that is continuing or would arise therefromsix months prior to the Maturity Date, by written notice to the Administrative Agent executed by the Borrower shall have and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the right at any time, and from time Commitments to time, to request an increase be extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be increased, as the case may be) in an amount for each Increasing Lender set forth in such notice; provided, that (i) each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in the aggregate amount Commitments being increased by no less than $10,000,000, (ii) no extension of new Commitments from $400,000,000 or increase in existing Commitments pursuant to an this paragraph may result in the aggregate amount not to exceed Commitments exceeding $500,000,000. Any such requested increase , (iii) each Increasing Lender, if not already a Lender hereunder, 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 subject to the amount requested by the Borrower, approval of the Administrative Agent (or an Affiliate of which approval shall not be unreasonably withheld) and (iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent as directed by a duly executed accession agreement in a form reasonably satisfactory to the Administrative AgentAgent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, in consultation with the Borrower(i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, will use its reasonable efforts to arrange for other Persons to become benefits and privileges accorded a Lender hereunder and subject to issue commitments all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in an amount equal such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments requested by (or in the Borrower and not accepted by Commitment of any Lender) shall become effective under this Section unless, on the existing Lenders (each date of such increase, the Administrative Agent shall have received a certificate, dated as of the effective date of such increase and executed by either meansa Financial Officer of the Borrower, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, to the effect that the conditions set forth in paragraphs (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which is not an existing Lender of Section 4.02 shall be subject satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and attaching resolutions of the Borrower approving such increase). Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the consent effectiveness of such increase or extension shall continue to be outstanding until the ends of the Administrative Agentrespective Interests Periods applicable thereto, the Issuing Banks and shall then be repaid and, if the Borrower (which consent shall not be unreasonably withheld)so elect, but without refinanced with new Revolving Loans made pursuant to Section 2.01 ratably in accordance with the consent of any other Lender and (iii) each Commitment Increase shall be (unless the Administrative Agent otherwise agrees Commitments in writing) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 effect following such extension or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to the positive difference (if any) of $10,000,000 less such Lender’s existing Commitmentincrease.

Increase in the Commitments. (a) So long as no Default has occurred and is continuing or would arise therefromNotwithstanding any other provision of this Agreement (including Section 15.1), the Borrower shall have the right at any timeCompany may, and from time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit G, request that the Commitments be increased (which increase may take the form of an increase of in the Revolving Commitments, or new revolving tranches (each such increase in Revolving Commitments or additional revolving tranche, a “Tranche Increase”) or additional term loan tranches (each, an “Incremental Term Loan”)); provided that (i) the aggregate amount of Commitments from $400,000,000 to an aggregate amount all such increases during the term of this Agreement shall not to exceed $500,000,000. Any such requested increase shall be first made to all existing Lenders the sum of (x) the greater of (a) 100% of EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements are available on a pro rata basis. To forma basis after given effect to such Incremental Term Loan and any applicable transaction financed with the proceeds thereof and (b) $625,000,000 plus (y) the amount of Loans voluntarily prepaid (with respect to the prepayment of any Revolving Loans, solely to the extent that any such prepayment thereof is accompanied by a permanent reductions of the existing Lenders decline to increase their Revolving Commitments) (clauses (x), or decline to increase their Commitments to the amount requested by the Borrowerand (y), collectively, the Administrative Agent (or an Affiliate of the Administrative Agent as directed by the Administrative Agent), 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 increase in the aggregate 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 Commitment, an “Additional Commitment LenderFixed Incremental Amount”), providedplus (z) an unlimited amount so long as, howeverin the case of this clause (z), that (i) no Lender shall be obligated the Secured Leverage Ratio, based on the most recently available quarterly or annual, as applicable, financial statements of the Parent and determined on a pro forma basis, after giving effect to provide a Commitment such Incremental Term Loan and/or Tranche Increase as a result of any such request by date (and treating each such Incremental Term Loan and/or Tranche Increase as fully drawn with the Borrowerproceeds thereof not being netted in calculating the Secured Leverage Ratio except to the extent the proceeds thereof are used to permanently prepay Funded Secured Debt), would not exceed 3.00:1.00 (this clause (z) the “Incremental Incurrence Amount”), (ii) any Additional Commitment Lender which is not an existing Lender such increase in the Commitments shall be subject to in the consent amount of the Dollar Equivalent Amount of $25,000,000 or a higher integral multiple of $500,000 (or such other amount as the Administrative Agent, the Issuing Banks and the Borrower (which consent shall not be unreasonably withheldAgent may agree in any particular instance), but without the consent of any other Lender and (iii) each Commitment the Company may make a maximum of 10 such requests and (iv) any such Tranche Increase shall or Incremental Term Loan may be (unless denominated in Dollars or in any Alternative Currency. At the Administrative Agent otherwise agrees in writing) in integral multiples election of $1,000,000the Company, and not less than (x) with respect the applicable Borrower shall be deemed to any Additional Commitment Lender that is not an existing Lender, $10,000,000 or have used amounts under the Incremental Incurrence Amount (to the extent compliant therewith) prior to utilization of amounts under the Fixed Incremental Amount and (y) Incremental Term Loans or Tranche Increases may be incurred simultaneously under the Incremental Incurrence Amount and the Fixed Incremental Amount and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Incremental Incurrence Amount above and then calculating the incurrence under the Fixed Incremental Amount (it being understood that any amounts incurred under the Fixed Incremental Amount concurrently with respect to any Additional Commitment Lender that is an existing Lender, an amount equal to amounts incurred under the positive difference (if any) Incremental Incurrence Amount will not count as Debt for the purposes of $10,000,000 less calculating the Secured Leverage Ratio in the Incremental Incurrence Amount at the time of such Lender’s existing Commitmentconcurrent incurrence).

Increase in the Commitments. (a) So long as no Default has occurred and is continuing or would arise therefromNotwithstanding any other provision of this Agreement (including Section 15.1), the Borrower shall have the right at any timeCompany may, and from time to time, by means of a letter delivered to the Administrative Agent substantially in the form of Exhibit G, request that the Commitments be increased (which increase may take the form of an increase of in the Revolving Commitments, or new revolving tranches (each such increase in Revolving Commitments or additional revolving tranche, a “Tranche Increase”) or additional term loan tranches (each, an “Incremental Term Loan”)); provided that (i) the aggregate amount of Commitments from all such increases during the term of this Agreement shall not exceed the sum of (x) $400,000,000 500,000,000 plus (y) the amount of Loans voluntarily prepaid (with respect to the prepayment of any Revolving Loans, solely to the extent any such prepayment thereof is accompanied by a permanent reductions of the Revolving Commitments) (clauses (x), and (y), collectively, the “Fixed Incremental Amount”), plus (z) an aggregate unlimited amount not to exceed $500,000,000. Any such requested increase shall be first made to all existing Lenders so long as, in the case of this clause (z), the Secured Leverage Ratio, based on the most recently available quarterly or annual, as applicable, financial statements of the Parent and determined on a pro rata forma basis. To , after giving effect to such Incremental Term Loan and/or Tranche Increase as of such date (and treating each such Incremental Term Loan and/or Tranche Increase as fully drawn with the proceeds thereof not being netted in calculating the Secured Leverage Ratio except to the extent that the existing Lenders decline proceeds thereof are used to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Administrative Agent (or an Affiliate of the Administrative Agent as directed by the Administrative Agentpermanently prepay Funded Secured Debt), 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 increase in the aggregate Commitments requested by the Borrower and would not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrowerexceed 2.75:1.00, (ii) any Additional Commitment Lender which is not an existing Lender such increase in the Commitments shall be subject to in the consent amount of the Dollar Equivalent Amount of $25,000,000 or a higher integral multiple of $500,000 (or such other amount as the Administrative Agent, the Issuing Banks and the Borrower (which consent shall not be unreasonably withheldAgent may agree in any particular instance), but without the consent of any other Lender and (iii) each Commitment the Company may make a maximum of 10 such requests and (iv) any such Tranche Increase or Incremental Term Loan may be denominated in Dollars or in any Alternative Currency. The amount of any Tranche Increase or Incremental Term Loans shall be deemed to have been incurred first under clause (unless the Administrative Agent otherwise agrees in writingz) in integral multiples of $1,000,000, and not less than (x) with respect to any Additional Commitment Lender that is not an existing Lender, $10,000,000 or (y) with respect to any Additional Commitment Lender that is an existing Lender, an amount equal above to the positive difference extent permitted and then, if clause (if anyz) of $10,000,000 less such Lender’s existing Commitment.is unavailable, shall be deemed incurred under the Fixed Incremental Amount. 57