Common use of Additional Commitments Clause in Contracts

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower may request that one or more of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby.

Additional Commitments. So long as no Default has occurred (i) The Borrower and is continuing, the Borrower may request that any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with obtain or increase the acquisition amount of their Commitments by or contribution executing and delivering to the Borrower of Additional Equipment. The aggregate Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such Additional Commitments shall not exceed 75% of increase and (b) the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000applicable Increased Facility Closing Date. Each Lender’s determination to establish or not establish an Additional CommitmentNotwithstanding the foregoing, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Required Lenders affected thereby(such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. So long as The Borrower shall have the right no more than once a year to increase the Facilities up to an aggregate amount of $1,300,000,000 (with such increase to be applied pro rata to the Facilities) without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Administrative Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) concurrently with the Borrower’s request for such increase hereunder, the Borrower shall deliver to the Administrative Agent, an officer’s certificate substantially in the form of Schedule 6.1(c) certifying that no Default or Event of Default has occurred and is continuing, the Borrower may request that one or more continuing and demonstrating compliance with each of the financial covenants set forth in Sections 6.10 and 6.11 both before and after giving effect to the increase requested hereunder; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders establish consenting to an Additional Commitment pursuant to which such increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall make Additional Loans in connection with the acquisition by or contribution to notify the Borrower of Additional Equipment. The the desired increase, if any, in its Revolving Commitment and (2) if the aggregate amount increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Additional Commitments Lenders shall not exceed 75% be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Fair Market Value SEC) reasonably acceptable to the Administrative Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such Additional Equipment execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Administrative Agent shall promptly notify each Lender of (A) the new Revolving Committed Amount and (B) each Lender’s Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, Revolving Committed Amount occurs the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect make adjustments among the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral Lenders with respect to any Loan (other than to provide that proceeds the Revolving Loans outstanding hereunder and under the Four-Year Credit Agreement and amounts of collateral principal, interest, fees and other payments made by the Borrower amounts paid or payable with respect thereto as shall be shared pro rata necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Additional Loans Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the extent provided in such Addendum) without the consent terms of the Lenders affected therebythis Section 3.4(b).

Additional Commitments. So long as At any time that no Default has occurred and is continuing, the Borrower may request notify the Agents that one or more of the Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders establish an Additional Commitment pursuant and/or other financial institutions not then a party to which such Lender shall make Additional Loans in connection with the acquisition by or contribution this Agreement that are satisfactory to the Borrower of Additional Equipment. The Agents and the Issuer provide up to an aggregate amount of such Additional $50,000,000 in additional Term Loan Commitments shall not exceed 75% of the Fair Market Value and/or Revolving Loan Commitments. Upon receipt of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitmentnotice, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Required Lenders, the Syndication Agent shall use its best commercially reasonable efforts to arrange for the Lenders affected therebyor other financial institutions to provide such additional Term Loan Commitments and/or Revolving Loan Commitments; provided that the Syndication Agent will first offer (a) each of the Lenders that then has a Percentage of the Term Loan Commitment a pro rata portion of any such additional Term Loan Commitment and (b) each of the Lenders that then has a Percentage of the Revolving Loan Commitment a pro rata portion of any such additional Revolving Loan Commitment. Alternatively, any Lender may commit to provide the full amount of the requested additional Term Loan Commitment and/or Revolving Loan Commitment and then offer portions of such additional Term Loan Commitment and/or Revolving Loan Commitment to the other Lenders or other financial institutions, subject to the proviso to the immediately preceding sentence. Nothing contained in this Section 2.1.3 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Term Loan Commitments and/or Revolving Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Term Loan Commitments and/or Revolving Loan Commitments, (i) the Term Loan Commitment Amount shall be increased by the amount of the additional Term Loan Commitment agreed to be so provided, (ii) the Revolving Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (iii) the Percentages of the respective Lenders in respect of the Term Loan Commitment and/or the Revolving Loan Commitment shall be proportionally adjusted, (iv) at such time and in such manner as the Borrower and the Syndication Agent shall agree (it being understood that the Borrower and the Agents will use their best commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Term Loans and/or Revolving Loans and participations in outstanding Letters of Credit, as the case may be, so as to cause the amounts of such Term Loans, Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Term Loan Commitment and/or the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. In no event shall any Commitment Amount or the Percentage of any Lender be increased without the written consent of such Lender, and no term or condition (including as to pricing, covenants and events of default) applicable to such additional Indebtedness shall be more favorable in any material respect to the Lenders providing such additional Indebtedness than the terms and conditions hereunder. The Syndication Agent agrees to negotiate with the Borrower commercially reasonable fees and expenses for the syndication of any such additional Indebtedness, and in the event the Syndication Agent fails to do so, the Syndication Agent may be replaced, solely in respect of such additional Indebtedness, by an instrument in writing delivered to the Syndication Agent and signed by the Borrower.

Additional Commitments. So long as (a) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Borrower Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrowers may request that offer to the existing Lenders and, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrowers to increase its Commitment pursuant to which Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make Additional Loans in connection with the acquisition be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Equipment. The aggregate amount Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 1.05, and (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $3,250,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such Borrower’s Sublimit, (iii) no Lender shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole discretion and absolute discretion. The terms (iv) any increase of such Additional Commitments and the Additional Loans pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an Additional “Accordion Lender”) shall, on the date upon which its Commitment Addendum entered into by or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans to each Borrower, and each Borrower shall prepay outstanding Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent and Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyproposed new Sublimits.

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower (a) The Company may request at any time confirm that one or more of the Lenders establish or any other bank(s) (each an “Accordion Lender”) has agreed to commit Additional Commitments by delivering an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Notice to the Borrower Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (i) the date on which the Additional Commitments are confirmed; (ii) the amount of the Additional EquipmentCommitments; and (iii) the amount of the Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The aggregate amount Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall not exceed 75% have the same terms (other than as to upfront arrangement and underwriting fees and conditions precedent) as the Facility; and (ii) the upfront arrangement and underwriting fees in respect of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth out in an a separate Additional Commitment Addendum Fee Letter entered into by the Borrower, the Administrative Agent Company and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum relevant Accordion Lender(s), provided that no Accordion Lender shall not amend be offered or modify in paid any respect the provisions of the Loan Documents as they apply fees on better terms than those which have been offered to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyOriginal Mandated Lead Arrangers.

Additional Commitments. So long as At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Borrower may Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Commitments (with respect to one or more tranches). Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Commitments; PROVIDED that the Syndication Agent will first offer each of the Lenders establish an Additional Commitment pursuant its Pro Rata Share of any such additional Commitments. Alternatively, any Lender may commit to which provide the full amount of the requested additional Commitments and then offer portions of such Lender shall make Additional Loans in connection with the acquisition by or contribution additional Commitments to the Borrower other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of Additional Equipmentany such additional Commitments. The If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Commitments, (i) the aggregate amount of such Additional the Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and increased by the amount of its Additional Commitmentthe additional Commitments agreed to be so provided, (ii) if there is an increase in the Working Capital Loan Commitments or Acquisition Loan Commitments, the Pro Rata Shares of the respective Lenders in respect of the applicable Commitments shall be proportionally adjusted, (iii) if necessary, in its respect of an increase in Working Capital Loan Commitments or Acquisition Loan Commitments, at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders who have in their sole discretion agreed to provide such additional Commitments shall assign and absolute discretion. The terms assume outstanding Loans and participations in outstanding Letters of Credit so as to cause the amount of such Additional Commitments Loans and participations in Letters of Credit held by each Lender that has the Additional Loans affected Commitment to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating conform to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions respective percentages of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent applicable Commitments of the Lenders affected therebyand (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request.

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower (a) The Company may request at any time confirm that one or more of the Lenders establish or any other bank(s) (each an “Accordion Lender”) has agreed to commit Additional Commitments by delivering an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Notice to the Borrower Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (i) the date on which the Additional Commitments are confirmed; (ii) the amount of the Additional EquipmentCommitments; and (iii) the amount of the Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The aggregate amount Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall not exceed 75% have the same terms (other than as to upfront arrangement fees and conditions precedent) as the Facility; and (ii) the upfront arrangement fees in respect of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth out in an a separate Additional Commitment Addendum Fee Letter entered into by the Borrower, the Administrative Agent Company and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum relevant Accordion Lender(s), provided that no Accordion Lender shall not amend be offered or modify in paid any respect the provisions of the Loan Documents as they apply fees on better terms than those which have been offered to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyMandated Lead Arrangers.

Additional Commitments. So long as no Default has occurred The Borrower and is continuing, the Borrower may request that one or more of Agent shall have the Lenders establish right to make a one-time increase in the Revolving Committed Amount up to an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) 350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders affected therebyconsenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).

Additional Commitments. So long as (a) In the event that the Borrower wishes to increase the Commitments at any time when no Default or Event of Default has occurred and is continuingcontinuing or would exist after giving effect thereto, it shall notify the Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase, the Banks and other Persons agreeing to participate therein and the proposed effective date thereof (such notice, a “Commitment Increase Notice”). The Borrower may request that may, with the consent of the Agent and any Issuing Banks (which consents shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish an Additional Proposed Increase Amount pursuant to paragraph (b) below. (b) Any Bank which agrees with the Borrower to increase its Commitment pursuant to which such Lender this Section 2.13 shall make Additional Loans in connection execute a Commitment Increase Supplement with the acquisition Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Bank. (c) Any additional bank, financial institution or other entity which agrees with the Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with the Borrower and the Agent, substantially in the form of Exhibit D, whereupon such bank, financial institution or other entity (an “Additional Equipment. The aggregate amount Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Bank as so agreed; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Bank shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 2.13, and (i) in no event shall the aggregate amount of increases in Commitments pursuant to this Section 2.13 exceed $250,000,000 and (ii) no Bank shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, It shall be a condition to the effectiveness of any increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent Sections 5.01(b) and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral c) are then satisfied (and other payments made by the Borrower shall be shared pro rata deemed to have made a representation and warranty as of such date to such effect). (e) Upon any increase in the Commitments pursuant to this Section 2.13 becoming effective, the shares of the Banks (including any Additional Banks) in any outstanding Letters of Credit shall be adjusted to be in proportion to their new Bank Percentages. The Agent shall also be entitled, upon any such effectiveness, to establish arrangements, which may be inconsistent in certain respects with other provisions of the Agreement but which it believes to be reasonable in the circumstances (with the Additional Loans intention of minimizing expense to the extent provided Borrower under Section 2.17 and disruptions for the Banks), to provide for the Additional Banks and the Banks with increasing Commitments to make Standby Loans over a reasonable period on a basis that makes their participation in the outstanding Standby Borrowings proportional to their new Bank Percentages and during such Addendum) without period for the consent of the Lenders affected therebyBanks to receive ratable treatment with respect to their outstanding Standby Loans.

Additional Commitments. So long as (a) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Borrower Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrowers may request that offer to the existing Lenders and, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrowers to increase its Commitment pursuant to which Section 1.05 (a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make Additional Loans in connection with the acquisition be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Equipment. The aggregate amount Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple amount not less than $5,000,000. (d) Notwithstanding anything to the contrary in this Section 1.05, (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed (x) prior to the occurrence of both Contingent Increase Effective Dates, $10,000,000. Each Lender’s determination to establish or 4,575,000,000 and (y) from and after the occurrence of (I) the PNM Joinder Effective Date (but not establish an Additional Commitmentthe TNMP Joinder Effective Date), $4,800,000,000 (II) the TNMP Joinder Effective Date (but not the PNM Joinder Effective Date), $4,775,000,000 and (III) both Contingent Increase Effective Dates, $5,000,000,000,$4,575,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such Borrower’s Sublimit, (iii) no Lender shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole discretion and absolute discretion. The terms (iv) any increase of such Additional Commitments and the Additional Loans pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an Additional “Accordion Lender”) shall, on the date upon which its Commitment Addendum entered into by or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans to each Borrower, and each Borrower shall prepay outstanding Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent and Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyproposed new Sublimits.

Additional Commitments. So long as The Co-Borrowers may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (i) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (ii) the loans under such additional Commitments shall rank pari passu with the Revolving Loans to be made pursuant to Section 2.1A(i), (iii) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Revolving Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Revolving Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the “LIBOR floor” and/or the Applicable Margin applicable to the Revolving Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Revolving Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Revolving Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Revolving Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Revolving Loans and/or participations incurred in connection with Letters of Credit and Swing Line Loans so as to cause the amount of such Revolving Loans and/or participations in connection with Letters of Credit and Swing Line Loans held by each Revolving Loan Lender to conform to the respective percentages of the applicable Commitments of the Revolving Loan Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. ▇▇▇▇▇, the Borrowers, the Qualified Additional Commitment Addendum entered into by Lenders providing such additional Revolving Commitments and the BorrowerAdministrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Revolving Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loansis expressly permitted, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender, to amend the Lenders affected therebyLoan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit and Swing Line Loans between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. So long as The Borrower may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (a) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (b) the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (c) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (d) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (e) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the Floor, the Term SOFR Adjustment and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “Term SOFR adjustment” or “SOFR floor” being applicable to the additional Commitments, the Term SOFR Adjustment or the Floor, respectively, applicable to the Loans shall be increased (or, in the event there is no Term SOFR Adjustment or Floor applicable to the Loans at such time, a Term SOFR Adjustment or Floor shall be added) to an amount not to exceed the “Term SOFR adjustment” or “SOFR Floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit 47 CREDIT AGREEMENT so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an Additional Commitment Addendum entered into by a separate assumption agreement among Holdings, U.S. Holdings, U.S. ▇▇▇▇▇, the Borrower, the Qualified Additional Lenders providing such additional Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loansis expressly permitted, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender, to amend the Lenders affected therebyLoan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of SOFR Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. So long as (a) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Borrower Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrowers may request that offer to the existing Lenders and, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrowers to increase its Commitment pursuant to which Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make Additional Loans in connection with the acquisition be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Equipment. The aggregate amount Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple amount not less than $5,000,000. (d) Notwithstanding anything to the contrary in this Section 1.05, (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed (x) prior to the occurrence of both Contingent Increase Effective Dates, $10,000,000. Each Lender’s determination to establish or 4,575,000,000 and (y) from and after the occurrence of (I) the PNM Joinder Effective Date (but not establish an Additional Commitmentthe TNMP Joinder Effective Date), $4,800,000,000 (II) the TNMP Joinder Effective Date (but not the PNM Joinder Effective Date), $4,775,000,000 and (III) both Contingent Increase Effective Dates, $5,000,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such Borrower’s Sublimit, (iii) no Lender shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole discretion and absolute discretion. The terms (iv) any increase of such Additional Commitments and the Additional Loans pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an Additional “Accordion Lender”) shall, on the date upon which its Commitment Addendum entered into by or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans to each Borrower, and each Borrower shall prepay outstanding Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent and Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyproposed new Sublimits.

Additional Commitments. So long as (a) In the event that the Borrower wishes to increase the Commitments at any time when no Default or Event of Default has occurred and is continuingcontinuing or would exist after giving effect thereto, it shall notify the Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase, the Banks and other Persons agreeing to participate therein and the proposed effective date thereof (such notice, a “Commitment Increase Notice”). The Borrower may request that may, with the consent of the Agent and any Issuing Banks (which consents shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish an Additional Proposed Increase Amount pursuant to paragraph (b) below. (b) Any Bank which agrees with the Borrower to increase its Commitment pursuant to which such Lender this Section 2.13 shall make Additional Loans in connection execute a Commitment Increase Supplement with the acquisition Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Bank. (c) Any additional bank, financial institution or other entity which agrees with the Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with the Borrower and the Agent, substantially in the form of Exhibit D, whereupon such bank, financial institution or other entity (an “Additional Equipment. The aggregate amount Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Bank as so agreed; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Bank shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 2.13, (i) in no event shall any increase in Commitments pursuant to this Section 2.13 cause the Commitments hereunder to exceed $800,000,000 and the amount of (ii) no Bank shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, It shall be a condition to the effectiveness of any increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent Sections 5.01(b) and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral c) are then satisfied (and other payments made by the Borrower shall be shared pro rata deemed to have made a representation and warranty as of such date to such effect). (e) Upon any increase in the Commitments pursuant to this Section 2.13 becoming effective, the shares of the Banks (including any Additional Banks) in any outstanding Letters of Credit shall be adjusted to be in proportion to their new Bank Percentages. The Agent shall also be entitled, upon any such effectiveness, to establish arrangements, which may be inconsistent in certain respects with other provisions of the Agreement but which it believes to be reasonable in the circumstances (with the Additional Loans intention of minimizing expense to the extent provided Borrower under Section 2.17 and disruptions for the Banks), to provide for the Additional Banks and the Banks with increasing Commitments to make Standby Loans over a reasonable period on a basis that makes their participation in the outstanding Standby Borrowings proportional to their new Bank Percentages and during such Addendum) without period for the consent of the Lenders affected therebyBanks to receive ratable treatment with respect to their outstanding Standby Loans.

Additional Commitments. So long The Borrower shall have the right at any time and from time to time on or after the Effective Date, to agree with any Lender upon an increase in the Commitment of such Lender or to add as no Default has occurred a “Lender” with a new Commitment another financial institution or other entity (each such Lender or other financial institution or entity, an “Additional Commitment Lender,” and is continuingeach such Commitment, an “Additional Commitment”), provided that the aggregate amount of the Additional Commitments obtained on or after the Effective Date shall not exceed $125,000,000. Each Additional Commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) as to any Additional Lender or assignee thereof, reduced or increased from time to time pursuant to assignments by or to it pursuant to Section 9.04. Upon any Additional Commitment becoming effective, the Borrower may request that one or more shall borrow such Revolving Loans thereunder and make such prepayments of the Lenders establish an other Revolving Loans as may be required in order to make the outstanding Revolving Loans under such Additional Commitment pursuant ratable with the Revolving Loans outstanding under the other Commitments, all in a manner as reasonably determined by the Administrative Agent in consultation with the Borrower and the relevant Additional Commitment Lender, it being understood that such determinations may modify and supersede other provisions hereof as to which requirements for notice, minimum amounts, Interest Periods and other similar items, but any required prepayments shall in any event be subject to Section 2.15. The Borrower will provide such additional documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Additional Commitments are secured by the Collateral ratably with all other Revolving Loans. Each Additional Commitment Lender shall make Additional Loans in connection with the acquisition by or contribution enter into documentation reasonably satisfactory to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of Administrative Agent to evidence and provide for its Additional Commitment, . Any Additional Commitment Lender which is not a Lender shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans reasonably satisfactory to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyAgent.

Additional Commitments. So long as Provided there exists no Default has occurred and is continuingDefault, the Borrower may request that one or more on behalf of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection Borrower and Guarantors may, on any Business Day after the date hereof, without the consent of any Bank but with the acquisition written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), obtain additional Commitments by or contribution delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the Borrower of Additional Equipment. The aggregate amount desired effective date of such Additional Commitments shall not exceed 75% of increase (the Fair Market Value of such Additional Equipment and shall “Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, made by any existing Bank) and the amount of its Additional Commitment (or additional Commitment); provided, however, that any increase in the aggregate amount of the Commitments to an amount in excess of U.S. $400,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, the Borrower shall have offered to the existing Banks the opportunity to provide an additional Commitment. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, each new Bank (or, if applicable, each existing Bank which consented to an additional Commitment) shall advance Loans in an amount equal to its Commitment, at which time the Commitments shall expire. It shall be in its sole and absolute discretiona condition to such effectiveness that no Euro-Dollar Loans be outstanding on the date of such effectiveness. The terms Borrower agrees to pay any out-of-pocket expenses of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitmentsrelating to any Commitment Amount Increase. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply Notwithstanding anything herein to the Tranche A Loanscontrary, the Tranche B Loans or no Bank shall have any Additional Loans made pursuant obligation to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than agree to provide that proceeds of collateral an additional Commitment and other payments made by the Borrower no Bank’s Commitment shall be shared pro rata with the Additional Loans increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to the extent provided in provide any such Addendum) without the consent of the Lenders affected therebyadditional Commitment.

Additional Commitments. So long as (a) In the event that the Borrower wishes to increase the Commitments at any time when no Default or Event of Default has occurred and is continuingcontinuing or would exist after giving effect thereto, it shall notify the Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase, the Banks and other Persons agreeing to participate therein and the proposed effective date thereof (such notice, a “Commitment Increase Notice”). The Borrower may request that may, with the consent of the Agent and any Issuing Banks (which consents shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish an Additional Proposed Increase Amount pursuant to paragraph (b) below. (b) Any Bank which agrees with the Borrower to increase its Commitment pursuant to which such Lender this Section 2.13 shall make Additional Loans in connection execute a Commitment Increase Supplement with the acquisition Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Bank. (c) Any additional bank, financial institution or other entity which agrees with the Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with the Borrower and the Agent, substantially in the form of Exhibit D, whereupon such bank, financial institution or other entity (an “Additional Equipment. The aggregate amount Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Bank as so agreed; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Bank shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 2.13, and (i) in no event shall the aggregate amount of its Additional Commitment, shall be increases in its sole Commitments pursuant to this Section 2.13 exceed the sum of (x) $250,000,000 and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in (y) an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply amount equal to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority aggregate amount of payments from the Borrower or proceeds optional reductions of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments Commitments made by the Borrower pursuant to Section 2.11 of the Credit Agreement after the First Amendment Effective Date and (ii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. It shall be shared pro rata a condition to the effectiveness of any increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in Sections 5.01(b) and (c) are then satisfied (and the Borrower shall be deemed to have made a representation and warranty as of such date to such effect). (e) Upon any increase in the Commitments pursuant to this Section 2.13 becoming effective, the shares of the Banks (including any Additional Banks) in any outstanding Letters of Credit shall be adjusted to be in proportion to their new Bank Percentages. The Agent shall also be entitled, upon any such effectiveness, to establish arrangements, which may be inconsistent in certain respects with other provisions of the Agreement but which it believes to be reasonable in the circumstances (with the Additional Loans intention of minimizing expense to the extent provided Borrower under Section 2.17 and disruptions for the Banks), to provide for the Additional Banks and the Banks with increasing Commitments to make Standby Loans over a reasonable period on a basis that makes their participation in the outstanding Standby Borrowings proportional to their new Bank Percentages and during such Addendum) without period for the consent of the Lenders affected therebyBanks to receive ratable treatment with respect to their outstanding Standby Loans.

Additional Commitments. So long as no Default has occurred and is continuing(a) The Borrower may, by written notice to the Borrower may Administrative Agent from time to time, request that Additional Commitments in an amount not to exceed the Additional Amount at the time of such request from one or more Additional Lenders (which may include any existing Lender, it being understood and agreed that no existing Lender shall be required to participate in any such Additional Commitment or related Additional Loan) willing to provide such Additional Commitments in their own discretion; provided, that each Additional Lender shall be subject to the approval of the Lenders establish Administrative Agent (which approval shall not be unreasonably withheld) unless such Additional Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Additional Commitments being requested and (ii) the date on which such Additional Commitments are requested to become effective. (b) The Borrower and each Additional Lender shall execute and deliver to the Administrative Agent an Additional Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments Lender. Each Additional Loan Assumption Agreement shall not exceed 75% specify the terms of the Fair Market Value of applicable Additional Commitments; provided, that: (i) Standard Chartered Bank will act as sole coordinating bank for any such Additional Equipment Loans, and will perform the duties customarily associated with such roles and (ii) except as expressly provided herein, any Additional Loans shall be in an integral multiple of $10,000,000on terms identical to those applicable to the Loans incurred on the Initial Closing Date. Each Lender’s determination of the parties hereto hereby agrees that, upon the effectiveness of any Additional Loan Assumption Agreement, this Agreement shall be amended to establish the extent (but only to the extent) necessary to reflect the existence and terms of the Additional Commitments evidenced thereby as provided for in Section 9.08(f). Any amendment to this Agreement or not establish an Additional Commitment, any other Loan Document that is necessary to effect the provisions of this Section 2.20 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent and the amount of its Borrower and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and Commitment with respect to the Additional Loans to be made thereunder, including funding provisions, incurred on the Additional Closing Date shall become effective under this Section 2.20 unless on the date of such effectiveness (x) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to the Additional Loans related thereto and (y) each of the conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in Section 4.02 shall be satisfied or waived by such Additional Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower. (d) Each of the parties hereto agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Additional Loans in respect of Additional Commitments, when originally made, are included in each Borrowing of outstanding Loans on a pro rata basis. (e) Subject to the Prepayment Premium, as applicable, notwithstanding anything to the contrary in Section 2.16(c) (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.20), pursuant to one or more offers made from time to time by the Borrower to all Lenders, on a pro rata basis and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such ▇▇▇▇▇▇’s Loan and to otherwise modify the terms of such ▇▇▇▇▇▇’s Loan pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation increasing the interest rate or fees payable in respect of such ▇▇▇▇▇▇’s Loan). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders, that all of the Loans are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension of such Loans are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Additional Commitment Addendum entered into Loan for such Lender (such extended Loan, an “Extended Loan”) (it being understood agreed that no existing Lenders shall be required to be an Extending Lender or to participate in any such Pro Rata Extension Offer or related Extension). (f) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Additional Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Loans of such Extending Lender. Each Additional Loan Assumption Agreement shall specify the terms of the applicable Extended Loans; provided, that (i) except as to pricing, fees and final maturity (which shall be determined by the BorrowerBorrower and set forth in the Pro Rata Extension Offer), any Extended Loan shall have (A) the same terms as the existing Loans or (B) have such other terms as shall be reasonably satisfactory to the Administrative Agent and (ii) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or commitment reductions hereunder. Upon the effectiveness of any Additional Loan Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Loans evidenced thereby as provided for in Section 9.08(f). Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Lenders establishing Borrower and furnished to the other parties hereto. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Loan will be automatically designated an Extended Loan. For purposes of this Agreement and the other Loan Documents, such Extending Lender will be deemed to have an Additional Commitments. An Additional Commitment Addendum shall not amend Loan having the terms of such Extended Loan. (h) Notwithstanding anything to the contrary set forth in this Agreement or modify any other Loan Document (including without limitation this Section 2.20), (i) no Extended Loan is required to be in any respect minimum amount or any minimum increment, (ii) any Extending Lender may extend all or any portion of its Loan pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the provisions case of over participation) (including the extension of any Extended Loan), (iii) there shall be no condition to any Extension of any Loan at any time or from time to time (other than (x) notice to the Administrative Agent of such Extension and the terms of the Extended Loan Documents implemented thereby and (y) (I) at the time of and immediately after such Extension, no Event of Default or Default shall have occurred and be continuing or would result therefrom, and (II) the satisfaction of the condition set forth in clause (e) of Section 4.02 and, in each case of clauses (y)(I) and (y)(II) the receipt by the Administrative Agent of a certificate to that effect dated as they apply of the effective date of the Extension and executed by a Responsible Officer of the Borrower), (iv) no consent of any Lender or Agent shall be required to effectuate any Extension, other than the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant consent of each Lender agreeing to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral such Extension with respect to one or more of its Loans and/or Loans (or a portion thereof) and (v) all Extended Loans and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents. (i) Each Extension shall be consummated pursuant to procedures set forth in the corresponding Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments. (j) Subject to the Prepayment Premium, notwithstanding anything to the contrary in this Agreement, including Section 2.16(c) (which provisions shall not be applicable to clauses (j) through (l) of this Section 2.20), the Borrower may by written notice to the Administrative Agent and with the consent of the Administrative Agent and the Required Lenders establish one or more additional tranches of term loans denominated in Dollars under this Agreement (such loans, “Refinancing Term Loans”), the net cash proceeds of which are used to Refinance in whole or in part any Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied to the extent required by the relevant Additional Loan Assumption Agreement governing such Refinancing Term Loans; (ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Maturity Date of the refinanced Loans, (iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Loans; (iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to provide that proceeds of collateral original issue discount, upfront fees, interest rates and any other pricing terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans), taken as a whole shall, be substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Loans (except to the extent such covenants and other payments made terms apply solely to any period after the latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower in good faith; (vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank pari passu or junior in right of security to the Liens thereon securing the Loans, such Liens will be subject to an intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted under this Agreement, as applicable; and (vii) there shall be shared pro rata with no obligor in respect of such Refinancing Term Loans that is not a Loan Party. (k) The Borrower may approach any Lender or any other person that would be a permitted Eligible Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated Additional Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Additional Loan Assumption Agreement governing such AddendumRefinancing Term Loans, be designated as an increase in any previously established Loans made to the Borrower. (l) For purposes of this Agreement and the other Loan Documents, if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Additional Loan having the terms of such Refinancing Term Loan. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.20), (i) no Refinancing Term Loan is required to be in any minimum amount or any minimum increment, (ii) there shall be no condition to any incurrence of any Refinancing Term Loan at any time or from time to time other than those set forth in clause (j) above, and (iii) all Refinancing Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the consent of other Loan Documents that are secured by the Lenders affected therebyCollateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents.

Additional Commitments. So long as no Default has occurred and is continuingAt any time prior to the Initial Closing, the Borrower Company, in its sole discretion, may request that one accept commitments from additional Investors (“Additional Investors”) to purchase additional Initial Closing Shares or more at such Additional Investor’s option, additional Second Closing Shares, at a price per share equal to or greater than $9.50, and except as set forth on this Section 2.3, on the same terms as Investors party to this Agreement as of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipmentdate hereof. The aggregate amount of such subscription amounts from Additional Commitments Investors accepted by the Company shall not cause the Subscription Amount to exceed 75% $127,000,000. Additional Investors shall become party to this Agreement by executing and delivering a joinder agreement in the form attached hereto as Exhibit E, which shall set forth (i) the number of Initial Closing Shares to be purchased by the Fair Market Value Additional Investor in accordance with Section 2.1, (ii) the number of such Second Closing Shares the Additional Equipment and shall Investor will have the right to purchase in accordance with Section 2.2, which may be in an integral multiple of $10,000,000. Each Lender’s determination equal to establish or not establish an Additional Commitment, and lower than the amount of its Initial Closing Shares purchased by the Additional CommitmentInvestor, at the discretion of the Company and (iii) the price per share to be paid by such Additional Investor in both the Initial Closing and the Second Closing. The Company’s countersignature to the joinder agreement in the form of Exhibit E shall serve as the Company’s written consent to accept a commitment from an Additional Investor to purchase additional Initial Closing Shares or, at such Additional Investor’s option, additional Second Closing Shares. Upon the execution of the joinder agreement by an Additional Investor and the Company, Schedule A to this Agreement shall be in its sole and absolute discretion. The terms amended to set forth the number of such Additional Commitments Initial Closing Shares, the Initial Subscription Amount, the Maximum Second Closing Shares and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating Maximum Second Subscription Amount allocated to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyInvestor.

Additional Commitments. So long Company may from time to time, by notice to Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Lenders and/or other financial institutions not then a party to this Agreement, that are approved by Administrative Agent (such approval not to be unreasonably withheld or delayed), provide up to an aggregate amount of $250,000,000 in additional Term Loans, which Term Loans may be provided as an additional tranche of Term Loans; provided that (i) no Event of Default has or Potential Event of Default shall have occurred and be continuing or result from the issuance of such additional Term Loans, (ii) after giving effect to such additional Term Loans, Company is continuingin pro forma compliance with the maximum Consolidated Senior Leverage Ratio and maximum Consolidated Leverage Ratio set forth in subsections 7.6B and 7.6C, respectively, and (iii) Company shall have given the PBGC at least 30 days prior written notice of the incurrence of such additional Term Loans. Upon receipt of such notice to Administrative Agent and an Officer’s Certificate as to the satisfaction of the foregoing conditions, Administrative Agent shall use all reasonable efforts to arrange for Lenders or other financial institutions approved of by Administrative Agent and Company (such approval not to be unreasonably withheld or delayed) to provide such additional Term Loans. Alternatively, any Lender may commit to provide the full amount of the requested additional Term Loans and then offer portions of such additional Term Loans to the other Lenders or other financial institutions, subject to the approval of Administrative Agent and Company (such approval not to be unreasonably withheld or delayed). Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Term Loans. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion to provide any such additional Term Loans on the terms and conditions set forth herein, (i) the aggregate amount of additional Term Loans shall be increased by the amount of the additional Term Loans agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the additional Term Loans shall be proportionally adjusted, (iii) if necessary, in respect of an increase in Term Loans, at such time and in such manner as Company and Administrative Agent shall agree, the Borrower may request that one or more Lenders who have in their sole discretion agreed to provide such additional Term Loans shall purchase and assume outstanding Term Loans so as to cause the amount of such Term Loans held by each Lender to conform to the respective percentages of the applicable Term Loans of the Lenders establish an Additional Commitment pursuant as so adjusted and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or to which such Lender shall make Additional Loans the extent necessary to effect the foregoing changes in accordance with the next succeeding sentence, other amendments or modifications to this Agreement or any other Loan Document. In connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and additional Term Loans provided for in this subsection 2.1A(v), conforming amendments shall be in an integral multiple of $10,000,000. Each Lender’s determination made to establish or not establish an Additional Commitment, this Agreement and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B reflect such additional Term Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender not a lender of such additional Term Loans, including, without limitation, if applicable, conforming amendments: (i) to provide for the additional Term Loans to share ratably in the benefits of this Agreement and the other Loan Documents with the other Term Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the additional Term Loans to share ratably with the applicable Term Loans in the application of prepayments, (iii) to provide an amortization schedule for any additional Term Loans, and (iv) to include Lenders affected therebyof the additional Term Loans in any determination of Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share. Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.6), nothing herein shall be construed to require consent from Lenders that are not lenders of such additional Term Loans to the incurrence of the additional Term Loans in compliance with this subsection 2.1A(v), and shall supersede any provisions in subsection 10.6 to the contrary.”

Additional Commitments. So long as (a) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Borrower Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrowers may request that offer to the existing Lenders and, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrowers to increase its Commitment pursuant to which Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make Additional Loans in connection with the acquisition be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Equipment. The aggregate amount Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 1.05, and (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $2,000,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such Borrower’s Sublimit, (iii) no Lender shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole discretion and absolute discretion. The terms (iv) any increase of such Additional Commitments and the Additional Loans pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an Additional “Accordion Lender”) shall, on the date upon which its Commitment Addendum entered into by or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans to each Borrower, and each Borrower shall prepay outstanding Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent and Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyproposed new Sublimits.

Additional Commitments. So long as no Default has occurred Upon the request of Administrative Borrower ---------------------- from time to time after the Closing Date and is continuingin accordance with Section 15.1, the ------------ Additional Commitments hereunder may be issued to Lenders or New Lenders; provided, however, that Administrative Borrower may not request Additional -------- ------- Commitments be issued during the continuance of a Default or Event of Default; and provided, further, that one or more Administrative Borrower may not request Additional -------- ------- Commitments which exceed $25,000,000 in the aggregate. Persons not then Lenders may be included as New Lenders having Additional Commitments with the written approval of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans Agent, in connection with the acquisition by or contribution its sole discretion. Prior to the effectiveness of any Additional Commitments, Administrative Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment (a) provide revised projections to Agent and Lenders, which shall be in an integral multiple of $10,000,000. Each Lender’s determination form and substance satisfactory to establish or not establish an Additional Commitment, the Agent and which shall demonstrate Borrowers' ability to timely repay all Obligations hereunder after the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms issuance of such Additional Commitments and to comply with the covenants contained in Section 7.20 hereof, (b) provide Agent with all other information that it may reasonably request, and (c) pay to Agent, for its own account or the account of the New Lender, as may be determined by Agent, such arrangement and upfront fees as may be required by Agent in connection with the issuance of the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in Commitment. Each Lender or New Lender issuing an Additional Commitment Addendum entered into by shall execute and deliver to Agent an Assumption Agreement prior to the Borrower, the Administrative Agent and the Lenders establishing effectiveness of such Additional CommitmentsCommitment. An Funds advanced under any Additional Commitment Addendum Commitments shall not amend or modify in any respect the provisions of for all purposes constitute Advances and be Obligations hereunder and under the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyDocuments.

Additional Commitments. So (a) The Company shall have the right, at any time and from time to time, after the Restatement Effective Date and prior to the Final Maturity Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more of the existing Lenders establish provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company unless it agrees in its sole discretion to do so, (ii) until such time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to which such this Section 1.16, (iii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iv) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $300,000,000, with up to the full amount of the Commitment available to be used for Letters of Credit and up to half of the Commitment available to be used for Loans, (v) all up-front fees payable to any Additional Commitment Lender shall make be as set forth in the relevant Additional Loans Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the request provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable in any respect than the terms offered to the existing Lenders, (vii) all Additional Commitments provided on a given date pursuant to this Section 1.16 shall have the same terms and conditions as all then existing Commitments and shall be added to such existing Commitments in accordance with clause (b) of this Section 1.16 below and (viii) all actions taken by the Borrower pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the Company, each Designated Subsidiary Borrower, the Administrative Agent and each existing Lender which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit L, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection with therewith and the acquisition by or contribution satisfaction of the other conditions set forth in this Section 1.16 to the reasonable satisfaction of the Administrative Agent), (ii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purpose or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall provide to the Company the appropriate Internal Revenue Service documentation described in Section 4.04(b), (iii) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional EquipmentCommitment, together with evidence of good standing of the Company and each Designated Subsidiary Borrower and (iv) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Restatement Effective Date pursuant to Section 5.01(e) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of and (y) on each such Additional Equipment and date, Annex I shall be deemed modified to reflect the revised Commitments of each affected Lender. Notwithstanding anything to the contrary contained in an integral multiple of $10,000,000. Each Lender’s determination this Agreement, in connection with any increase in the Total Commitment pursuant to establish or not establish an Additional Commitmentthis Section 1.16, and the amount of its Additional CommitmentCompany shall, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, coordination with the Administrative Agent and the Lenders establishing repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). (c) It is hereby agreed and acknowledged that any Several Letters of Credit in existence on an Additional Commitment Date (the “Specified Several Letters of Credit”) shall be deemed issued under this Agreement as a “Specified Several Letter of Credit” on such Additional CommitmentsCommitment Date. An As soon as possible following each Additional Commitment Addendum Date, each Specified Several Letter of Credit shall be amended to replace each Lender party hereto immediately prior to such Additional Commitment Date (each such Lender, a “Pre-existing Lender”) with each Lender party to this Agreement as of such Additional Commitment Date in accordance with each such Lender’s modified Percentage. Until a Specified Several Letter of Credit has been amended in accordance with this Section 1.16 each Pre-existing Lender shall be deemed to have sold and transferred to each Lender, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Pre-existing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Percentage, in such Specified Several Letter of Credit, each substitute Specified Several Letter of Credit, each drawing made thereunder, the obligations of any Borrower under this Agreement with respect thereto and any security therefore or guaranty pertaining thereto. Upon any change in the Commitments of the Lenders pursuant to Section 1.14 or 12.04(b), it is hereby agreed that, with respect to all outstanding Specified Several Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 1.16 to reflect the new Percentages of the assigning and assignee Lender. (d) In determining whether to pay under any Specified Several Letter of Credit, no Pre-existing Lender shall have any obligation relative to the Lenders other than to determine that any documents required to be delivered under such Specified Several Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Specified Several Letter of Credit, which obligation, it is understood, is being performed by the Issuing Agent, and upon whom each Pre-existing Lenders shall be entitled to rely. Any action taken or omitted to be taken by any Pre-existing Lender under or in connection with any Specified Several Letter of Credit issued by it shall not amend create for such Pre-existing Lender any resulting liability to any Borrower, any Lender or modify any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) In the event that any Pre-existing Lender makes any payment under any Specified Several Letter of Credit issued by it and the respective Borrower shall not have reimbursed such amount in full to each Pre-existing Lender pursuant to Section 2.05, such Pre-existing Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender of such failure, and each such Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Pre-existing Lender, the amount of such Lender’s Percentage of such payment in Dollars and in same day funds. If the Administrative Agent so notifies any Lender required to fund a payment under a Specified Several Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, such Lender shall make available to the Administrative Agent at the Payment Office for the account of the respective Pre-existing Lender such Lender’s Percentage of the amount of such payment on such Business Day in same day funds (and, to the extent such notice is given after 11:00 A.M. (New York time) on any Business Day, such Lender shall make such payment on the immediately following Business Day). If and to the extent such Lender shall not have so made its Percentage of the amount of such payment available to the Administrative Agent for the account of the respective Pre-existing Lender, such Lender agrees to pay to the Administrative Agent for the account of such Pre-existing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Pre-existing Lender at the overnight Federal Funds Rate for the first three days and at the interest rate applicable to Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any Lender to make available to the Administrative Agent for the account of the respective Pre-existing Lender its Percentage of any payment under any Specified Several Letter of Credit issued by it shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Pre-existing Lender its Percentage of any payment under any such Several Letter of Credit on the date required, as specified above, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent for the account of such Pre-existing Lender such other Lender’s Percentage of any such payment. (f) Whenever any Pre-existing Lender receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such Pre-existing Lender any payments from the Lenders pursuant to clause (e) above, such Pre-existing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has paid its Percentage thereof same day funds, an amount equal to such Lender’s Percentage of the principal amount thereof and interest thereon accruing after the purchase of the respective participations. (g) The obligations of the Lenders to make payments to the Administrative Agent for the account of the respective Pre-existing Lender with respect to Specified Several Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right which the Company or any of its Subsidiaries may have at any time against a beneficiary named in a Specified Several Letter of Credit, any transferee of any Specified Several Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Pre-existing Lender, or other Person, whether in connection with this Agreement, any Specified Several Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Company or any of its Subsidiaries and the beneficiary named in any such Specified Several Letter of Credit); (iii) any draft, certificate or other document presented under the Specified Several Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the provisions surrender or impairment of any security for the performance or observance of any of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or terms of any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyCredit Documents; or (v) the occurrence of any Default or Event of Default.

Additional Commitments. So long as (a) In the event that the Borrower wishes to increase the Commitments at any time when no Event of Default has occurred and is continuing, it shall notify the Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase, the Banks and other Persons agreeing to participate therein and the proposed effective date thereof (such notice, a “Commitment Increase Notice”). The Borrower may request that may, with the consent of the Agent and any Issuing Banks (which consents shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of such Bank’s Proposed Increase Amount pursuant to paragraph (b) below. (b) Any Bank which agrees with the Lenders establish an Additional Borrower to increase its Commitment pursuant to which such Lender this Section 2.13 shall make Additional Loans in connection execute a Commitment Increase Supplement with the acquisition Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Bank. (c) Any additional bank, financial institution or other entity which agrees with the Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with the Borrower and the Agent, substantially in the form of Exhibit D, whereupon such bank, financial institution or other entity (an “Additional Equipment. The aggregate amount Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Bank as so agreed; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Bank shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 2.13, (i) in no event shall any increase in Commitments pursuant to this Section 2.13 cause the Commitments hereunder to exceed $1,000,000,000 and the amount of (ii) no Bank shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, It shall be a condition to the effectiveness of any increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent Sections 5.01(b) and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral c) are then satisfied (and other payments made by the Borrower shall be shared pro rata deemed to have made a representation and warranty as of such date to such effect). (e) Upon any increase in the Commitments pursuant to this Section 2.13 becoming effective, the shares of the Banks (including any Additional Banks) in any outstanding Letters of Credit shall be adjusted to be in proportion to their new Bank Percentages. The Agent shall also be entitled, upon any such effectiveness, to establish arrangements, which may be inconsistent in certain respects with other provisions of the Agreement but which it believes to be reasonable in the circumstances (with the Additional Loans intention of minimizing expense to the extent provided Borrower under Section 2.17 and disruptions for the Banks), to provide for the Additional Banks and the Banks with increasing Commitments to make Standby Loans over a reasonable period on a basis that makes their participation in the outstanding Standby Borrowings proportional to their new Bank Percentages and during such Addendum) without period for the consent of the Lenders affected therebyBanks to receive ratable treatment with respect to their outstanding Standby Loans.

Additional Commitments. So long as Company may from time to time, by notice to Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Lenders and/or other financial institutions not then a party to this Agreement, that are approved by Administrative Agent (such approval not to be unreasonably withheld or delayed), provide up to an aggregate amount of $10,000,000 in additional Revolving Loan Commitments; PROVIDED that no Event of Default has or Potential Event of Default shall have occurred and be continuing or result from such additional Revolving Loan Commitments. Upon receipt of such notice and an Officer's Certificate as to the satisfaction of the foregoing condition, Administrative Agent shall use all commercially reasonable efforts to arrange for Lenders or other financial institutions approved of by Administrative Agent (such approval not to be unreasonably withheld or delayed) to provide such additional Revolving Loan Commitments. Alternatively, any Lender may commit to provide the full amount of the requested additional Revolving Loan Commitments and then offer portions of such additional Revolving Loan Commitments to the other Lenders or other financial institutions, subject to the approval of Administrative Agent (such approval not to be unreasonably withheld or delayed). Nothing contained in this paragraph or otherwise in this Agreement is continuingintended to commit any Lender or any Agent to provide any portion of any such additional Revolving Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Revolving Loan Commitments on the terms and conditions set forth herein, (i) the aggregate amount of the Revolving Loan Commitments shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Revolving Loan Commitments shall be proportionally adjusted, (iii) if necessary, at such time and in such manner as Company and Administrative Agent shall agree, the Borrower may request that one or more Lenders who have in their sole discretion agreed to provide such additional Revolving Loan Commitments shall purchase and assume outstanding Loans and participations in outstanding Letters of Credit so as to cause the amount of such Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Revolving Loan Commitments of the Lenders establish an Additional Commitment pursuant as so adjusted, and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to which such Lender shall make Additional Loans in this Agreement or any other Loan Document as Administrative Agent may reasonably request. In connection with the acquisition by or contribution additional Revolving Loan Commitments provided for in this subsection 2.1A(iv), conforming amendments shall be made to this Agreement and the Borrower other Loan Documents to reflect such additional Revolving Loans Commitments, including, without limitation, if applicable, conforming amendments: (i) to provide for the additional Revolving Loans Commitments to share ratably in the benefits of Additional Equipment. The aggregate amount this Agreement and the other Loan Documents (including the accrued interest in respect thereof) with the other Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the additional Revolving Loan Commitments to share ratably with the applicable Loans in the application of such Additional Commitments shall not exceed 75% prepayments, and (iii) to include Lenders of the Fair Market Value additional Revolving Loan Commitments in any determination of Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share. Any such Additional Equipment and amendment shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into become effective when executed by the Borrower, the Administrative Agent and the Lenders establishing each Lender providing such Additional additional Revolving Loan Commitments. An Additional Commitment Addendum Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.6), nothing herein shall be construed to require consent from Lenders that are not amend or modify in any respect lenders of such additional Revolving Loan Commitments to the provisions incurrence of the additional Revolving Loan Documents as they apply Commitments in compliance with this subsection 2.1A(iv), and shall supersede any provisions in subsection 10.6 to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebycontrary.

Additional Commitments. (a) So long as no Default has occurred and is continuingor Event of Default then exists or would result therefrom, the Borrower may Borrowers, in consultation with the Administrative Agent, shall have the right at any time and from time to time on or prior to the 180th day prior to the original Maturity Date and upon at least 30 days’ prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Commitment Agreement, make Revolving Loans and/or Term Loans pursuant to Section 1.01; it being understood and agreed, however, that (i) the Borrowers, in consultation with the Administrative Agent, shall determine the allocation of the Lenders establish Additional Commitment between Revolving Loans and Term Loans, (ii) no Lender shall be obligated to provide an Additional Commitment pursuant as a result of any request by the Borrowers, (iii) until such time, if any, as (x) such Lender has agreed in its sole discretion to which provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall make not be obligated to fund any Term Loans or Revolving Loans, or participate in any Letters of Credit, in excess of the amounts provided for in Sections 1.01 or 2.03, as the case may be, before giving effect to such Additional Loans Commitments provided pursuant to this Section 1.16, (iv) any Lender (or, in the circumstances contemplated by clause (viii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (it being understood and agreed that the consent of the Administrative Agent shall be required if any such Additional Commitments are to be provided by a Person which is not already a Lender, which consent shall not be unreasonably withheld or delayed), (v) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (viii) below, Eligible Transferees who will become Lenders)) of at least $50,000,000, (vi) the aggregate amount of all Additional Commitments permitted to be provided pursuant to this Section 1.16, shall not exceed $250,000,000, (vii) the up-front fees payable to any Lender (including any Eligible Transferee that will become a Lender as contemplated by clause (viii) below) providing an Additional Commitment shall be as set forth in the relevant Additional Commitment Agreement, (viii) the Borrowers shall have the right, in addition to requesting the then existing Lenders to provide Additional Commitments pursuant to this Section 1.16, to request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder, provided that any such Additional Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (ix) all actions taken by the Borrowers pursuant to this Section 1.16(a) shall be done in consultation with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the Borrowers, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Additional Commitment (each, an “Additional Lender”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit N, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith, the satisfaction of any conditions precedent that may be set forth in such Additional Commitment Agreement and the satisfaction of the other conditions in this Section 1.16(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Borrowers shall, in coordination with the acquisition by or contribution Administrative Agent, repay outstanding Term Loans and/or Revolving Loans of the Lenders, and incur additional Term Loans and/or Revolving Loans from other Lenders, in each case so that the Lenders continue to participate in each Borrowing of Term Loans and Revolving Loans pro rata on the basis of their respective Term Loan Commitments and Revolving Loan Commitments (after giving effect to any increase in such Commitments pursuant to this Section 1.16) and with the Borrowers being obligated to pay the respective Lenders the costs of the type referred to in (and in accordance with the provisions of) Section 1.12 as a result of any such repayment and/or Borrowing, and (iii) the Borrowers shall deliver to the Borrower Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinion of Additional Equipmentcounsel delivered to the Administrative Agent on the Effective Date pursuant to Section 5.02. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (w) on each such date, the Total Term Loan Commitment and/or the Total Revolving Loan Commitment, as applicable, and the Total Commitment under, and for all purposes of, this Agreement shall be increased by the applicable portion of the aggregate amount of such Additional Commitments Commitments, (x) on each such date, Schedule I shall not exceed 75% be deemed modified to reflect the revised Commitments, (y) upon surrender of any old Term Loan Notes and/or Revolving Loan Notes by the respective Additional Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Borrowers), to the extent requested by any Additional Lender, a new Term Loan Note and/or Revolving Loan Note be issued, at the joint and several expense of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional CommitmentBorrowers, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional LoansLender, shall to be set forth in an Additional Commitment Addendum entered into by conformity with the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions requirements of the Loan Documents as they apply Section 1.06 (with appropriate modifications) to the Tranche A Loans, extent needed to reflect the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority revised Commitments of payments from the Borrower or proceeds of collateral such Lender and (z) on each such date with respect to any Loan (other than all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to provide that proceeds of collateral and other payments made the participations by the Borrower shall be shared pro rata with the Additional Loans to the extent provided Lenders in such Addendum) without Letters of Credit and Unpaid Drawings to reflect the consent new Percentages of the Lenders affected therebyLenders.

Additional Commitments. So long as The Borrower may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (a) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (b) the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (c) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, or if such representation speaks as of an earlier 56 CREDIT AGREEMENT date, such earlier date, (d) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (e) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the Floor and/or the Applicable Rate applicable to the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “Term SOFR adjustment” or “SOFR floor” being applicable to the additional Commitments, the “Term SOFR adjustment” or “SOFR floor”, respectively, applicable to the Loans shall be increased (or, in the event there is no “Term SOFR adjustment” or “SOFR floor” applicable to the Loans at such time, a “Term SOFR adjustment” or “SOFR floor” shall be added) to an amount not to exceed the “Term SOFR adjustment” or “SOFR floor” applicable to the additional Commitments prior to any increase in the Applicable Rate applicable to the Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit or Swingline Loans so as to cause the amount of such Loans and/or participations in connection with Letters of Credit or Swingline Loans held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an Additional Commitment Addendum entered into by a separate assumption agreement among Holdings, U.S. Holdings, U.S. ▇▇▇▇▇, the Borrower, the Administrative Agent Qualified Additional Lenders providing such additional Commitments and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum Administrative Agent, the execution and delivery of which agreement shall not amend or modify in any respect be a condition to the provisions effectiveness of the Loan Documents as they apply to Other Credit Extensions. If the Tranche A LoansBorrower incurs new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Tranche B Borrower shall, after such time, (x) incur and repay Loans or any Additional Loans made pursuant ratably as between the new Commitments and the Commitments outstanding immediately prior to a previous Additional Commitment Addendum or otherwise affect such incurrence and (y) permanently reduce Commitments ratably as between the application or priority new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of payments from incurrence of the new Commitments, the Borrower or proceeds of collateral with respect may permanently reduce the Commitments outstanding immediately prior to any Loan (other than to provide that proceeds of collateral and other payments made by such time without ratably reducing the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebynew Commitments.

Additional Commitments. So long as (a) In the event that the Borrower wishes to increase the Commitments at any time when no Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrower may request that offer to the existing Lenders and, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrower to increase its Commitment pursuant to which Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Loans in connection Lender Supplement with the acquisition by Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or contribution other entity (herein called an “Additional Lender”) shall become a Lender for all purposes and to the Borrower same extent as if originally a party hereto and shall be bound by and entitled to the benefits of Additional Equipment. The aggregate amount this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 1.05, and (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $700,000,000 less the aggregate principal amount of Loans converted to Term Loans on the Current Termination Date, (ii) no Lender shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole discretion and absolute discretion. The terms (iii) any increase of such Additional Commitments and the Additional Loans pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an Additional “Accordion Lender”) shall, on the date upon which its Commitment Addendum entered into by or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans to the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional deemed to prepay outstanding Loans that are not Term Loans owing to the extent provided Lenders other than such Accordion Lender(s), in amounts such Addendumthat, after giving effect to the making of such Loans by such Accordion Lender and the prepayment of such outstanding Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Loans that are not Term Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Accordion Lender(s)) without the consent of the aggregate amount of the Loans that are not Term Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts owing to such Lenders affected therebypursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e).

Additional Commitments. So long as The Co-Borrowers may from time to time after the Restatement Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (i) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (ii) the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (iii) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the “LIBOR floor” and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. ▇▇▇▇▇, the Borrowers, the Qualified Additional Commitment Addendum entered into by Lenders providing such additional Revolving Commitments and the BorrowerAdministrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loansis expressly permitted, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender, to amend the Lenders affected therebyLoan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).