Common use of Increase in Total Commitment Clause in Contracts

Increase in Total Commitment. The Borrower may, at any time and from time to time, increase the Total Commitment (the "Additional Commitments") by adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such Lenders (in their sole discretion), or any combination thereof. The right to increase the Total Commitment by Additional Commitments shall be conditional upon compliance with the following conditions: (a) no Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Agent (i) an officer's certificate confirming the absence of any Default or Event of Default and also confirming (A) its corporate authorization to make such increase (and attaching a copy thereof), (B) the truth and accuracy of its representations and warranties in Section 7.1 and (C) that no consent, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective date of such increase and (ii) a satisfactory legal opinion from Borrower's Counsel confirming items (A) and (C) above and the enforceability of the documentation giving effect to such increase; (b) after giving effect to any such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit; (c) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line Lender shall have consented to any Person becoming a Lender, such consent not to be unreasonably withheld; (d) the Borrower and the existing Lenders or the Person being added, as the case may be, shall execute and deliver such documentation as may be required by the Agent, acting reasonably, to effect the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from the Lenders to the extent necessary to ensure that, after giving effect to such increase, each Lender holds its Pro Rata Share of the outstanding Loan Indebtedness) and, if applicable, to novate such new Person as a Lender under the Loan Documents; and (e) the Agent will prepare and distribute to the Borrower and the Lenders a revised Schedule A which reflects the Additional Commitments.

Increase in Total Commitment. (a) The Borrower Borrowers may, at any time and by written notice to the Administrative Agent from time to timetime after the Closing Date, increase request that the Total Commitment (the "Additional Commitments") be increased by adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (up to U.S.$160,000,000 in the latter case) the consent of aggregate (any such Lenders (increase in their sole discretion), or any combination thereof. The right to increase the Total Commitment by Additional Commitments shall be conditional upon compliance referred to as an “Incremental Facility”); provided that (i) the Loans under the Incremental Facility shall rank pari passu or junior in right of payment and security with the following conditions: Loans made pursuant to the Total Commitment as in effect immediately prior to any such increase, (aii) the Loans under the Incremental Facility shall for all purposes be Loans borrowed pursuant to the terms of this Credit Agreement, (iii) the financial institutions providing for such Incremental Facility shall be satisfactory to the Administrative Agent and the Borrowers, (iv) the Administrative Agent shall be satisfied that all Obligations as so increased will be “Senior Debt” as defined in the documentation governing all Subordinated Debt, (v) the Total Commitment after such increase does not exceed U.S.$500,000,000 and (vi) no Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered to the Agent (i) an officer's certificate confirming the absence of any Default or Event of Default and also confirming (A) its corporate authorization to make such increase (and attaching a copy thereof), (B) the truth and accuracy of its representations and warranties in Section 7.1 and (C) that no consent, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective date of such increase and (ii) a satisfactory legal opinion from Borrower's Counsel confirming items (A) and (C) above and the enforceability of the documentation giving effect to such increase; (b) after giving effect to any such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit; (c) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line Lender shall have consented to any Person becoming a Lender, such consent not to be unreasonably withheld; (d) the Borrower and the existing Lenders or the Person being added, as the case may be, shall execute and deliver such documentation as may be required by the Agent, acting reasonably, to effect the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from the Lenders to the extent necessary to ensure that, will exist after giving effect to such Incremental Facility. The aggregate amount of any Incremental Facility shall be in a minimum amount of U.S.$10,000,000 (and in integral multiples of U.S.$5,000,000 in excess thereof). To achieve the full amount of a requested increase, each the Borrowers may solicit increased commitments from existing Lenders and also invite additional financial institutions to become Lenders; provided, however, that no existing Lender holds shall be obligated and/or required to increase its Pro Rata Share of the outstanding Loan Indebtedness) and, if applicable, Commitment pursuant to novate this Section 2.23 unless it specifically consents in writing to provide such new Person as a Lender under the Loan Documents; and (e) the Agent will prepare and distribute to the Borrower and the Lenders a revised Schedule A which reflects the Additional Commitmentsincrease.

Increase in Total Commitment. The Borrower may, at At any time and from time (but at least 60 days prior to time, increase the Total Commitment (the "Additional Commitments") by adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such Lenders (in their sole discretionMaturity Date), or any combination thereof. The right to increase the Total Commitment by Additional Commitments shall be conditional upon compliance with the following conditions: (a) no Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered the right, upon written notice to the Agent and satisfaction of the Increase Conditions, to cause the Total Commitment to increase by an amount not at any time exceeding, in the aggregate from and after the Closing Date, $100,000,000 (i) the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an officer's certificate confirming increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the absence Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Default or Event of Default and also confirming (A) its corporate authorization to make such increase (and attaching a copy thereof)Lender, (B) the truth and accuracy of its representations and warranties in Section 7.1 and (C) that no consent, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at then on the effective date of such increase Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of all existing Revolving Credit Loans, (ii) a satisfactory legal opinion from Borrower's Counsel confirming items (A) and (C) above and the enforceability of the documentation giving effect to such increase; (b) after giving effect to any such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit; (c) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line Lender shall have consented to any Person becoming a Lender, such consent not to be unreasonably withheld; (d) the Borrower and the existing Lenders or the Person being added, as the case may be, shall execute and deliver such documentation as may be required by the Agent, acting reasonably, to effect the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from the Lenders to the extent necessary to ensure that, after giving effect to such increase, each Lender holds its Pro Rata Share of the outstanding Loan Indebtedness) and, if applicable, to novate such new Person as a Lender under the Loan Documents; and (e) the Agent will prepare use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in existing Revolving Credit Loans will be equal to its adjusted Commitment Percentage, and distribute (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the Lenders a revised Schedule A which reflects payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Additional CommitmentsIncrease.

Increase in Total Commitment. The Borrower may, at any time and from time to time, Company may request that the Banks increase the Total Commitment to up to $220,000,000 upon the giving at least ninety (90) days prior written notice to the Agent setting forth the amount of such increase (the "Additional CommitmentsIncrease Amount"). The Agent shall give each Bank prompt notice of the Increase Amount. Each Bank shall notify the Agent within thirty (30) by adding additional Persons as Lenders hereunder or by increasing the Commitments days of existing Lenders with (in the latter case) the consent receipt of such Lenders (in their sole discretion)notice of the amount, or any combination thereofif any, of the Increase Amount which it is willing to agree to lend. The right Agent shall give the Company a statement summarizing the portion of the Increase Amount which each Bank has agreed to increase the Total Commitment by Additional Commitments shall be conditional upon compliance with the following conditions: (a) no Default or Event of Default shall have occurred and be continuing lend and the Borrower Company and the Agent shall have determine within thirty (30) days the portion of the Increase Amount to be allocated to each Bank. The Company shall cause there to be executed and delivered to the Agent (i) an officer's certificate confirming the absence of any Default at or Event of Default and also confirming (A) its corporate authorization prior to make such increase (and attaching a copy thereof), (B) the truth and accuracy of its representations and warranties in Section 7.1 and (C) that no consent, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective date of such the increase and (ii) a satisfactory legal opinion from Borrower's Counsel confirming items (A) and (C) above and in the enforceability of the documentation giving effect to such increase; (b) after giving effect to any Total Commitment new Notes representing such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit; (c) if together with such Person being added as a Lender is not an existing Lenderresolutions, the Agentopinions, the LC Issuer certificates and the Swing Line Lender shall have consented to any Person becoming a Lender, such consent not to be unreasonably withheld; (d) the Borrower and the existing Lenders or the Person being added, other instruments as the case may beAgent shall reasonably request, including a certificate of a Responsible Officer reaffirming as of the date of such increase all of the representations and warranties set forth in Section 3 hereof. Each Bank in its sole discretion shall execute determine whether to make available any portion of the Increase Amount, and deliver nothing contained in this Section 2.08(c) shall be construed to require any increase by a Bank. Exhibit A shall be amended at the time of such documentation as may be required increase to reflect the new Applicable Commitment Percentage of each Bank. Any fees payable by the Agent, acting reasonably, to effect reason of the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from Total Commitment shall be due and payable on the Lenders to the extent necessary to ensure that, after giving effect to date such increase, each Lender holds its Pro Rata Share of the outstanding Loan Indebtedness) and, if applicable, to novate such new Person as a Lender under the Loan Documents; and (e) the Agent will prepare and distribute to the Borrower and the Lenders a revised Schedule A which reflects the Additional Commitmentsincrease becomes effective.

Increase in Total Commitment. The Borrower may, at At any time and from time (but at least 60 days prior to time, increase the Total Commitment (the "Additional Commitments") by adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such Lenders (in their sole discretionMaturity Date), or any combination thereof. The right to increase the Total Commitment by Additional Commitments shall be conditional upon compliance with the following conditions: (a) no Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered the right, upon written notice to the Agent and satisfaction of the Increase Conditions and without obtaining further consent of the Lenders, to cause the Total Commitment to increase by an amount not at any time exceeding $50,000,000 (i) the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an officer's certificate confirming increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the absence Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Default or Event of Default and also confirming (A) its corporate authorization to make such increase (and attaching a copy thereof)Lender, (B) the truth and accuracy of its representations and warranties in Section 7.1 and (C) that no consent, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at then on the effective date of such increase Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, (ii) a satisfactory legal opinion from Borrower's Counsel confirming items (A) and (C) above and the enforceability of the documentation giving effect to such increase; (b) after giving effect to any such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit; (c) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line Lender shall have consented to any Person becoming a Lender, such consent not to be unreasonably withheld; (d) the Borrower and the existing Lenders or the Person being added, as the case may be, shall execute and deliver such documentation as may be required by the Agent, acting reasonably, to effect the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from the Lenders to the extent necessary to ensure that, after giving effect to such increase, each Lender holds its Pro Rata Share of the outstanding Loan Indebtedness) and, if applicable, to novate such new Person as a Lender under the Loan Documents; and (e) the Agent will prepare use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan will be equal to its adjusted Commitment Percentage, and distribute (iiiand (ii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the Lenders a revised Schedule A which reflects payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Additional CommitmentsIncrease.

Increase in Total Commitment. The Borrower may, at At any time and from time (but at least 60 days prior to time, increase the Total Commitment (the "Additional Commitments") by adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such Lenders (in their sole discretionMaturity Date), or any combination thereof. The right to increase the Total Commitment by Additional Commitments shall be conditional upon compliance with the following conditions: (a) no Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered the right, upon written notice to the Agent and satisfaction of the Increase Conditions and without obtaining further consent of the Lenders, to cause the Total Commitment to increase by an amount not at any time exceeding $50,000,000 (i) the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an officer's certificate confirming increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the absence Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Default or Event of Default and also confirming (A) its corporate authorization to make such increase (and attaching a copy thereof)Lender, (B) the truth and accuracy of its representations and warranties in Section 7.1 and (C) that no consent, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at then on the effective date of such increase Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, and (ii) if the effective date of such Increase in the Total Commitment occurs on a satisfactory legal opinion from Borrower's Counsel confirming items (A) date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and (C) above and the enforceability any other amounts payable pursuant to §4.8 on account of the documentation giving effect payments made pursuant to such increase; clause (bii) after giving effect to any such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit; (c) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line above. No Lender shall have consented any obligation to any Person becoming a Lender, such consent not to be unreasonably withheld; (d) increase its Commitment in connection with the Borrower and the existing Lenders or the Person being added, as the case may be, shall execute and deliver such documentation as may be required by the Agent, acting reasonably, to effect the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from the Lenders to the extent necessary to ensure that, after giving effect to such increase, each Lender holds its Pro Rata Share of the outstanding Loan Indebtedness) and, if applicable, to novate such new Person as a Lender under the Loan Documents; and (e) the Agent will prepare and distribute to the Borrower and the Lenders a revised Schedule A which reflects the Additional CommitmentsIncrease.

Increase in Total Commitment. The (a) Subject to the terms and conditions set forth in this §2.11, the Borrower may, shall have the option at any time and from time to timetime before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment (the "Additional Commitments") by adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such Lenders (in their sole discretion), or any combination thereof. The right to increase and/or the Total Term Loan Credit Commitment by Additional Commitments shall be conditional upon compliance with the following conditions: (a) no Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered giving written notice to the Agent (ian “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $20,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment shall not exceed $1,950,000,000.00. In the event of the Initial Term Increase, the Borrower, the Guarantors, the Agent and the Lenders providing any of such initial Term Loan Commitment(s) shall enter into an officer's certificate confirming amendment to this Agreement as is necessary to evidence such increase of the absence Term Loan Commitment (the “Term Loan Commitment Amendment”), and all Lenders not providing the initial Term Loan Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan that is entered into without consent of any Default or Event of Default and also confirming the Lenders not providing the initial Term Loan Commitments shall provide that: (A) its corporate authorization to make such increase there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan Commitment (and attaching a copy thereofwhich shall not restrict any mandatory prepayments required under §3.2 below), (B) the truth Term Loans will rank pari passu in right of payment and accuracy with respect to security with the existing Revolving Credit Loans and the borrower and guarantors of its representations the Term Loan Commitment shall be the same as the Borrower and warranties in Section 7.1 and Guarantors with respect to the existing Revolving Credit Loans, (C) that the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan shall be determined by the Borrower and the Term Loan Lenders, (D) the Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans, and (E) the final maturity date of the Term Loans shall be no consentearlier than the Revolving Credit Maturity Date. Upon receipt of any Increase Notice, approvals or authorizations are required for the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (except and/or such other fees as have been unconditionally obtained may be agreed to by Borrower and are in full force and effect, unamendedAgent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender and/or Term Loan Lender, as at applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of such increase and the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (ii) a satisfactory legal opinion from Borrower's Counsel confirming items (A) and (C) above and the enforceability of the documentation giving effect “Commitment Increase Date”). In no event shall any Lender be obligated to such increase;provide an additional Revolving Credit Commitment and/or Term Loan Commitment. (b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after giving the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to any the Agent (in each case, in the applicable Currency for such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit; (cRevolving Credit Loans) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line Lender funds so advanced shall have consented be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to any Person becoming a Lenderaccomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced in Dollars shall be Base Rate Loans or Benchmark Loans, such consent not to be unreasonably withheld; (d) in accordance with the Borrower request of the Borrower, and the existing funds so advanced in an Alternative Currency shall be Benchmark Loans which are allocated among all Lenders based on their Revolving Credit Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to Benchmark Loans prior to the last day of the applicable Interest Period or the Person being addedapplicable Interest Payment Date, as the case may be, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal of Benchmark Loans held by such Lender. (c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment has changed so that the principal amount of such documentation Lender’s Revolving Credit Note or Term Loan Note, as may applicable, shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which shall be required surrendered by such L▇▇▇▇▇▇. Such new Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that they are replacements for the surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, acting reasonablyrelating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to effect the increase opinion delivered in question connection with the first disbursement under this Agreement or otherwise in form and substance reasonably satisfactory to the Agent. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be canceled and returned to the Borrower. (including d) Notwithstanding anything to the partial assignment contrary contained herein, the obligation of Loan Indebtedness or purchase of Commitments from the Agent and the Revolving Credit Lenders to increase the extent necessary Total Revolving Credit Commitment, and/or the Agent and the Term Loan Lenders to ensure thatincrease the Total Term Loan Commitment, after giving effect as applicable, pursuant to such increase, each Lender holds its Pro Rata Share this §2.11 shall be conditioned upon satisfaction of the outstanding Loan Indebtedness) and, if applicable, to novate such new Person as a Lender under the Loan Documents; and (e) the Agent will prepare and distribute following conditions precedent which must be satisfied prior to the Borrower and effectiveness of any increase of the Lenders a revised Schedule A which reflects Total Revolving Credit Commitment or the Additional Commitments.Total Term Loan Commitment, as applicable:

Increase in Total Commitment. The Borrower may, at At any time and from time (but at least 60 days prior to time, increase the Total Commitment (the "Additional Commitments") by adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such Lenders (in their sole discretionMaturity Date), or any combination thereof. The right to increase the Total Commitment by Additional Commitments shall be conditional upon compliance with the following conditions: (a) no Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered the right, upon written notice to the Agent and satisfaction of the Increase Conditions, to cause the Total Commitment to increase by an amount not exceeding $35,000,000 in the aggregate (i) the “Increase”), in which event Schedule 2 will be deemed to be amended to reflect the increased Commitment of each Lender, if any, that has agreed in writing to an officer's certificate confirming increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the absence Increase (and the Agent is hereby authorized to effect such amendment on behalf of the Lenders and the Borrower, together with other conforming amendments); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Default or Event of Default and also confirming (A) its corporate authorization to make such increase (and attaching a copy thereof)Lender, (B) the truth and accuracy of its representations and warranties in Section 7.1 and (C) that no consent, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at then on the effective date of such increase Increase in the Total Commitment (i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of the Term Loan, (ii) a satisfactory legal opinion from Borrower's Counsel confirming items (A) and (C) above and the enforceability of the documentation giving effect to such increase; (b) after giving effect to any such increase, the Senior Secured Obligations shall not exceed the Senior Secured Obligations Limit; (c) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line Lender shall have consented to any Person becoming a Lender, such consent not to be unreasonably withheld; (d) the Borrower and the existing Lenders or the Person being added, as the case may be, shall execute and deliver such documentation as may be required by the Agent, acting reasonably, to effect the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from the Lenders to the extent necessary to ensure that, after giving effect to such increase, each Lender holds its Pro Rata Share of the outstanding Loan Indebtedness) and, if applicable, to novate such new Person as a Lender under the Loan Documents; and (e) the Agent will prepare use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in the existing Term Loan will be equal to its adjusted Commitment Percentage, and distribute (iii) if the effective date of such Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the Lenders a revised Schedule A which reflects payments made pursuant to clause (ii) above. No Lender shall have any obligation to increase its Commitment in connection with the Additional CommitmentsIncrease.