Common use of Commitment Increases Clause in Contracts

Commitment Increases. (a) In the event that the Company wishes to increase the total Commitment at any time and from time to time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (each such notice, a “Commitment Increase Notice”). The Company may, at its election, from time to time (i) offer one or more of the Lenders the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent, will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Company selects to offer participation in the increased Commitments and which elects to become a Lender under this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii) shall execute a New Lender Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit F hereto, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit G hereto, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) or any Lender’s Commitment is increased pursuant to subsection 2.10(c), additional Loans made on or after the effectiveness thereof (the “Credit Re-Allocation Date”) shall be made pro rata based on the Commitment Percentages in effect on and after such Credit Re-Allocation Date. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any Loans, the Borrowers shall make prepayments thereof and borrowings of Loans so that, after giving effect thereto, the Loans outstanding are held pro rata based on such new Commitment Percentages. (e) Notwithstanding anything to the contrary in this subsection 2.10, in no event shall any transaction be effected pursuant to this subsection 2.10, (i) that would increase the aggregate amount of the total Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transaction, (ii) unless no Default or Event of Default shall have occurred and be continuing (or would occur after giving effect to such transaction), (iii) unless the Company and its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in subsection 8.1, and (iv) unless each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date). (f) To the extent reasonably requested by the Administrative Agent, it shall be a condition precedent to any increase in the Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) any other certificates or documents that the Administrative Agent shall reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent. Increases in the Commitments in accordance with this subsection 2.10 will not require the consent of the Majority Lenders. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsection. (h) Notwithstanding anything in subsection 11.1 to the contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, (i) amend the Loan Documents and (ii) enter into additional Collateral Documents, in each case to the extent necessary to (A) give effect to any increases pursuant to this subsection 2.10, (B) implement any mechanical changes necessary or advisable in connection therewith or (C) to cause the additional commitments to be secured by Liens on the Collateral.

Commitment Increases. (a) In the event that the Company wishes to increase the total Commitment at any time and from time to time when no Default or Event of Default has occurred and is continuingcontinuing the Company wishes to increase the aggregate Commitments, it shall notify the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (each such notice, a “Commitment Increase Notice”)increase. The Company may, at its election, from time to time (i) offer one or more of the Lenders the opportunity to provide participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other 51 46 entities reasonably acceptable to the Administrative Agent the opportunity to provide assume all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent, will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Company selects to offer participation in the increased Commitments right to assume a portion of the Offered Increase Amount and which elects to become a Lender under party to this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(iiSection 2.20(a)(ii) shall execute a New Lender Supplement with the Borrowers Company and the Administrative Agent, substantially in the form of Exhibit F hereto, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such new Lender. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection 2.10(a)(iSection 2.20(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers Company and the Administrative Agent, substantially in the form of Exhibit G hereto, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Lender. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) or any Lender’s Commitment is increased pursuant to subsection 2.10(c), additional Loans made on or after the effectiveness thereof (the “Credit Re-Allocation Date”) shall be made pro rata based on the Commitment Percentages in effect on and after such Credit Re-Allocation Date. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any Loans, the Borrowers shall make prepayments thereof and borrowings of Loans so that, after giving effect thereto, the Loans outstanding are held pro rata based on such new Commitment Percentages. (e) Notwithstanding anything to the contrary in this subsection 2.10, in no event shall any transaction be effected pursuant to this subsection 2.10Section 2.20, (i) that would increase the aggregate amount of the total Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transaction, (ii) unless no Default or Event of Default shall have occurred and be continuing (or would occur after giving effect to such transaction), (iii) unless the Company and its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in subsection 8.1, and (iv) unless each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date). (f) To the extent reasonably requested by the Administrative Agent, it shall be a condition precedent to any increase in the Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent increased only in integral multiples of $100,000,000 and in an aggregate amount not exceeding $400,000,000 and (ii) no Lender shall have any other certificates or documents that the Administrative Agent shall reasonably request, each in form and substance reasonably satisfactory obligation to the Administrative Agent. Increases in the Commitments in accordance with this subsection 2.10 will not require the consent of the Majority Lenders. (g) The Administrative Agent will notify all Lenders of each increase in Commitments its Commitment pursuant to this subsectionSection 2.20 unless it agrees to do so in its sole discretion. (h) Notwithstanding anything in subsection 11.1 to the contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, (i) amend the Loan Documents and (ii) enter into additional Collateral Documents, in each case to the extent necessary to (A) give effect to any increases pursuant to this subsection 2.10, (B) implement any mechanical changes necessary or advisable in connection therewith or (C) to cause the additional commitments to be secured by Liens on the Collateral.

Commitment Increases. (a) In the event that the Company wishes Borrowers wish to increase the total Commitment at any time and from time to time when no Default or Event of Default has occurred and is continuing, it the Company shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (each such notice, a “Commitment Increase Notice”). The Company may, at its election, from time to time (i) offer one or more of the Lenders the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent, Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Company selects to offer participation in the increased Commitments and which elects to become a Lender under this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii) shall execute a New Lender Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit F J hereto, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit G K hereto, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) or any Lender’s Commitment is increased pursuant to subsection 2.10(c), additional Committed Rate Loans made on or after the effectiveness thereof (the “Credit Re-Allocation Date”) shall be made pro rata based on the Commitment Percentages in effect on and after such Credit Re-Allocation DateDate (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lenders and/or Lenders with such increased Commitments to the extent of, and pro rata based upon, their respective Commitments otherwise available for Loans), and continuations of Eurocurrency Loans outstanding on such Credit Re-Allocation Date shall be effected by repayment of such Eurocurrency Loans on the last day of the Interest Period applicable thereto and the making of new Eurocurrency Loans pro rata based on such new Commitment Percentages. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any ABR Loans, the Borrowers each Borrower shall make prepayments thereof and borrowings of any such ABR Loans borrowed by such Borrower so that, after giving effect thereto, the ABR Loans outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrowers elect to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurocurrency Loans pro rata based on the respective principal amounts thereof outstanding. (e) Notwithstanding anything to the contrary in this subsection 2.10, (i) in no event shall any transaction be effected pursuant to this subsection 2.10, (i) that would increase 2.10 cause the aggregate amount of the total Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transaction, exceed $550,000,000 and (ii) unless no Default or Event of Default Lender shall have occurred and be continuing (or would occur after giving effect any obligation to such transaction), (iii) increase its Commitment unless the Company and it agrees to do so in its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in subsection 8.1, and (iv) unless each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date)sole discretion. (f) To the extent reasonably requested by the Administrative Agent, it shall be a condition precedent to any increase in the Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) any other certificates or documents that the Administrative Agent shall reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent. Increases in the Commitments in accordance with this subsection 2.10 will not require the consent certified copies of resolutions of the Majority LendersBorrowers authorizing the Offered Increase Amount. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsection. (h) Notwithstanding anything in subsection 11.1 to the contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, (i) amend the Loan Documents and (ii) enter into additional Collateral Documents, in each case to the extent necessary to (A) give effect to any increases pursuant to this subsection 2.10, (B) implement any mechanical changes necessary or advisable in connection therewith or (C) to cause the additional commitments to be secured by Liens on the Collateral.

Commitment Increases. (a) In the event that the Company wishes to increase the total Commitment Commitments at any time and from time to time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (each such notice, a “Commitment Increase Notice”). The Company may, at its election, from time to time (i) offer one or more of the Lenders the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or Lenders, banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent, will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Company selects to offer participation in the increased Commitments and which elects to become a Lender under this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii) shall execute a New Lender Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit F heretohereto (a “New Lender Supplement”), whereupon such additional bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit G heretohereto (a “Commitment Increase Supplement”), whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any additional bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) ), or any Lender’s Commitment is increased pursuant to subsection 2.10(c), additional Loans of such Class made on or after the effectiveness thereof (the “Credit Re-Allocation Date”) shall be made pro rata based on the Commitment Percentages of such Class in effect on and after such Credit Re-Allocation Date. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any Loans, the Borrowers shall make prepayments thereof and borrowings of Loans so that, after giving effect thereto, the Loans outstanding are held pro rata based on such new Commitment Percentages. (e) Notwithstanding anything to the contrary in this subsection 2.10, in no event shall any transaction be effected pursuant to this subsection 2.10, (i) that would increase the aggregate amount of the total Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transaction, (ii) unless no Default or Event of Default shall have occurred and be continuing (or would occur after giving effect to such transaction), (iii) unless the Company and its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in subsection 8.1, and (iv) unless each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date). (f) To the extent reasonably requested by the Administrative Agent, it shall be a condition precedent to any increase in the Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) any other certificates or documents that the Administrative Agent shall reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent. Increases in the Commitments in accordance with this subsection 2.10 will not require the consent of the Majority Lenders. Notwithstanding anything to the contrary in this Agreement, if any additional bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) or any Lender’s Commitment is increased pursuant to subsection 2.10(c), (i) increases in the Applicable Margin and Facility Fee Rates applicable to such Lender’s Commitments and (ii) increases in fees payable to, or the inclusion of new fees to be payable to, such Lenders shall be permitted by this Agreement; provided that (A) such increases shall be effective in respect of all Commitments and (B) such increases in fees and/or new fees shall be payable to all Lenders, in each case as if all Lenders had become New Lenders or increased their Commitments, as the case may be, on the applicable Credit Re-Allocation Date. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsection. (h) Notwithstanding anything in subsection 11.1 12.1 to the contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, (i) amend the Loan Documents and (ii) enter into additional Collateral Documents, in each case to the extent necessary to (Ai) give effect to any increases pursuant to this subsection 2.10, 2.10 or (Bii) implement any mechanical changes necessary or advisable in connection therewith or (C) to cause the additional commitments to be secured by Liens on the Collateraltherewith.

Commitment Increases. (a) In the event that the Company wishes to increase the total Commitment at any time and from time to time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (each such notice, a “"Commitment Increase Notice”)") in a minimum amount equal to $5,000,000. The Company may, at its election, from time to time (i) offer one or more of the Lenders the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent and each Issuing Bank (each such consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each The Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent, Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Company selects to offer participation in the increased Commitments and which elects to become a Lender under party to this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to subsection Section 2.10(a)(ii) shall execute a New Lender Supplement with the Borrowers Company and the Administrative Agent, substantially in the form of Exhibit F heretoE, whereupon such bank, financial institution or other entity (herein called a “"New Lender”") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement., provided that the Commitment of any such New Lender shall be in an amount not less than $5,000,000. 22 (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection Section 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers Company, the Issuing Bank and the Administrative Agent, substantially in the form of Exhibit G heretoF, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection Section 2.10(b) or any Lender’s 's Commitment is increased pursuant to subsection Section 2.10(c), additional Commitment Rate Loans made on or after the effectiveness thereof (the “"Credit Re-Allocation Date”") shall be made pro rata based on the Commitment Percentages in effect on and after such Credit Re-Allocation DateDate (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lenders and/or Lenders with such increased Commitments to the extent of, and pro rata based upon, their respective Commitments otherwise available for Loans), and continuations of Eurocurrency Loans outstanding on such Credit Re-Allocation Date shall be effected by repayment of such Eurocurrency Loans on the last day of the Interest Period applicable thereto and the making of new Eurocurrency Loans pro rata based on such new Commitment Percentages. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any ABR Loans, the Borrowers Company shall make prepayments thereof and borrowings of ABR Loans so that, after giving effect thereto, the ABR Loans outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurocurrency Loans pro rata based on the respective principal amounts thereof outstanding. (e) Notwithstanding anything to the contrary in this subsection Section 2.10, (i) in no event shall any transaction be effected pursuant to this subsection 2.10, (i) that would increase the aggregate amount of Section 2.10 cause the total Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transactionexceed $150,000,000, (ii) unless in no Default or Event of Default shall have occurred event may the Company deliver more than one Commitment Increase Notice and be continuing (or would occur after giving effect to such transaction), (iii) no Lender shall have any obligation to increase its Commitment unless the Company and it agrees to do so in its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in subsection 8.1, and (iv) unless each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date)sole discretion. (f) To the extent reasonably requested by the Administrative Agent, it It shall be a condition precedent to any an increase in the Commitments pursuant to this subsection Section 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers Company covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) any other certificates or documents that the Administrative Agent shall reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent. Increases in the Commitments in accordance with this subsection 2.10 will not require the consent certified copies of resolutions of the Majority LendersCompany authorizing the Offered Increase Amount. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsectionSection. (h) Notwithstanding anything in subsection 11.1 to the contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, (i) amend the Loan Documents and (ii) enter into additional Collateral Documents, in each case to the extent necessary to (A) give effect to any increases pursuant to this subsection 2.10, (B) implement any mechanical changes necessary or advisable in connection therewith or (C) to cause the additional commitments to be secured by Liens on the Collateral.

Commitment Increases. (ai) In the event that the Company Borrower wishes to increase the total Commitment aggregate Commitments at any time prior to the Revolving Credit Commitment Termination Date, and from time to time when provided that no Default or Event of Default has occurred and is then continuing, it shall notify the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (each such notice, a “"Commitment Increase Notice”"). The Company Borrower may, at its election, from time to time (ix) offer one or more of the Lenders Banks the opportunity to provide participate in all or a portion of the Offered Increase Amount pursuant to paragraph subsection (ciii) below and/or (iiy) with the consent of the Agent in the event the existing Banks choose not to participate in all of the Offered Increase Amount (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of participate in the Offered Increase Amount pursuant to paragraph (bii) below, to the extent of such Offered Increase Amount not participated in by the existing Banks. Each Commitment Increase Notice shall specify which Lenders Banks and/or banks, financial institutions or other entities the Company Borrower desires to provide participate in such Offered Increase Amountcommitment increase. The Company Borrower or, if requested by the CompanyBorrower, the Administrative Agent, Agent will notify such Lenders, Banks and/or banks, financial institutions or other entities of such offer. (bii) Any additional bank, financial institution or other entity which the Company Borrower selects with the consent of the Agent in accordance with subsection (i) above to offer participation in the increased Commitments Commitments, and which elects to become a Lender under party to this Agreement and obtain a Revolving Credit Commitment and Term Loan Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii(i) above, shall execute a New Lender Bank Supplement with the Borrowers Borrower and the Administrative Agent, substantially in the form of Exhibit F heretoE, whereupon such bank, financial institution or other entity (herein called a “"New Lender”Bank") 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. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit G hereto, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) or any Lender’s Commitment is increased pursuant to subsection 2.10(c), additional Loans made on or after the effectiveness thereof (the “Credit Re-Allocation Date”) shall be made pro rata based on the Commitment Percentages in effect on and after such Credit Re-Allocation Date. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any Loans, the Borrowers shall make prepayments thereof and borrowings of Loans so that, after giving effect thereto, the Loans outstanding are held pro rata based on such new Commitment Percentages. (e) Notwithstanding anything to the contrary in this subsection 2.10, in no event shall any transaction be effected pursuant to this subsection 2.10, (i) that would increase the aggregate amount of the total Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transaction, (ii) unless no Default or Event of Default shall have occurred and be continuing (or would occur after giving effect to such transaction), (iii) unless the Company and its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in subsection 8.1, and (iv) unless each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date). (f) To the extent reasonably requested by the Administrative Agent, it shall be a condition precedent to any increase in the Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) any other certificates or documents that the Administrative Agent shall reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent. Increases in the Commitments in accordance with this subsection 2.10 will not require the consent of the Majority Lenders. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsection. (h) Notwithstanding anything in subsection 11.1 to the contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, (i) amend the Loan Documents and (ii) enter into additional Collateral Documents, in each case to the extent necessary to (A) give effect to any increases pursuant to this subsection 2.10, (B) implement any mechanical changes necessary or advisable in connection therewith or (C) to cause the additional commitments to be secured by Liens on the Collateral.become

Commitment Increases. (a) In the event that the Company wishes to increase the total Commitment at any time and from time to time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (each such notice, a “Commitment Increase Notice”). The Company may, at its election, from time to time (i) offer one or more of the Lenders the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent, Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which the Company selects to offer participation in the increased Commitments and which elects to become a Lender under this Agreement and obtain a Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii) shall execute a New Lender Supplement with the Borrowers Company and the Administrative Agent, substantially in the form of Exhibit F J hereto, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Any Lender which accepts an offer to it by the Company to increase its Commitment pursuant to subsection 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers Company and the Administrative Agent, substantially in the form of Exhibit G K hereto, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. (d) If any bank, financial institution or other entity becomes a New Lender pursuant to subsection 2.10(b) or any Lender’s Commitment is increased pursuant to subsection 2.10(c), additional Commitment Rate Loans made on or after the effectiveness thereof (the “Credit Re-Allocation Date”) shall be made pro rata based on the Commitment Percentages in effect on and after such Credit Re-Allocation Date. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any Loans, the Borrowers shall make prepayments thereof and borrowings of Loans so that, after giving effect thereto, the Loans outstanding are held pro rata based on such new Commitment Percentages. (e) Notwithstanding anything to the contrary in this subsection 2.10, in no event shall any transaction be effected pursuant to this subsection 2.10, (i) that would increase the aggregate amount of the total Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transaction, (ii) unless no Default or Event of Default shall have occurred and be continuing (or would occur after giving effect to such transaction), (iii) unless the Company and its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in subsection 8.1, and (iv) unless each of the representations and warranties made by the Borrowers in or pursuant to this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representations and warranties relate, by their terms, to a specific date, in which case such representations and warranties shall be true and correct in all material respects on and as of such specific date). (f) To the extent reasonably requested by the Administrative Agent, it shall be a condition precedent to any increase in the Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) any other certificates or documents that the Administrative Agent shall reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent. Increases in the Commitments in accordance with this subsection 2.10 will not require the consent of the Majority Lenders. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsection. (h) Notwithstanding anything in subsection 11.1 to the contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, (i) amend the Loan Documents and (ii) enter into additional Collateral Documents, in each case to the extent necessary to (A) give effect to any increases pursuant to this subsection 2.10, (B) implement any mechanical changes necessary or advisable in connection therewith or (C) to cause the additional commitments to be secured by Liens on the Collateral.the