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 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 (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration 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 (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) 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, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to which this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such Lender shall make Additional Loans in connection with the acquisition by or contribution lesser amount as is acceptable to the Borrower of Additional Equipment. The Administrative Agent) and (B) the aggregate amount of such Additional Commitments for all Lenders hereunder shall not exceed 75% of the Fair Market Value of such $700,000,000, (iv) all up-front fees payable to any Additional Equipment and Commitment Lender 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 as set forth in an the relevant Additional Commitment Addendum entered into by Agreement, (v) the Borrower, Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders establishing such providing the 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 be required for any Additional Loans Commitments 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 therebythis Section 2.16.

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 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 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 2.1 A(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 2.1 A(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 50 CREDIT AGREEMENT “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 2.1 A(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 2.1 A(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, 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 2.1 A(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 2.1 A(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 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 CREDIT AGREEMENT 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. XxxXx, 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 thereby.Loan 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). CREDIT AGREEMENT

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 The Borrower shall have the right at any time and from time to time on or after the Second Amendment 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 Second Amendment Effective Date shall not exceed $250,000,000 and the aggregate amount of the Extended Commitments (including any Additional Commitments) shall not at any time exceed $1,000,000,000. Each Additional Commitment shall be an Extended Commitment of the Additional Commitment Lender in the full amount thereof, as such amount 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 such 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 terms applicable to any Additional Commitment and the Revolving Loans hereunder shall be the same terms as are applicable to the Extended Commitments and the Extended 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 discretionreasonably satisfactory to the Administrative Agent. The terms of In connection with any Additional Commitment Lender made after the Second Amendment Effective Date the Borrower may pay the relevant Additional Commitment Lender, directly or through the Administrative Agent, such fees with respect thereto as it may agree with 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 therebyLender.

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 (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 have the same Guaranties and Collateral (if any), and 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, (vi) such additional Commitments shall be made available no more than four times prior to the Commitment Termination Date, (vii) each such additional Commitment shall be in a minimum aggregate principal amount of $10,000,000, (viii) the minimum commitment of any Qualified Additional Lender shall be $2,500,000 and (ix) 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 “LIBO Rate 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 “LIBO Rate floor” being applicable to the additional Commitments, the “LIBO Rate floor” applicable to the Loans shall be increased (or, in the event there is no “LIBO Rate floor” applicable to the Loans at such time, a “LIBO Rate floor” shall be added) to an amount not to exceed the “LIBO Rate 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 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, the Borrower, the Qualified Additional Lenders providing such additional Revolving 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 Eurodollar 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 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.. Section 1.17

Additional Commitments. So long as no Default has occurred and is continuing, the The Parent Borrower may request that one or more of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans request, 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 minimum amounts of $10,000,000. Each Lender’s determination , at any time and from time to establish time that the existing Lenders increase their respective Commitments (and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, that (i) at the time of the relevant request, no Default or not establish an Additional CommitmentEvent of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respects, and the amount of its Additional Commitment, (ii) any such additional Lender 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 approved by the Borrower, the Administrative Agent and Issuing Lender (such approval not to be unreasonably withheld or delayed). Each existing Lender shall have the Lenders establishing right (but not the obligation) to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its delivery of a completed or revised administrative questionnaire to the Administrative Agent), each increasing or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such Additional Commitmentsadditional Lender’s new Commitment and any such increasing Lender’s new Commitment. An Additional Upon increasing its Commitment Addendum or becoming a “Lender” hereunder, each Lender shall not amend or modify in any respect the provisions automatically be responsible for its Revolving Percentage of the Loan Documents as they apply Aggregate Exposure and to pay 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 Administrative Agent its Revolving Percentage of the Lenders affected therebyLoans (with interest rates and currencies applicable thereto as under this Agreement).