Common use of Request for Increase Clause in Contracts

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the LendersLender(s) or potential lender(s) (which such potential lender(s) shall be Eligible Assignees hereunder) which the Company, in consultation with the Administrative Agent, determines to request to make all or a portion of such increase), the Borrower Company may from time to time, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will (for all such requests) not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) exceeding $250,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $5,000,00010,000,000, and (ii) the Company may increase the Aggregate Commitments no more than ten (10) times. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender or potential lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersLenders or potential lenders).

Request for Increase. Provided that (i) there exists no Default, without (ii) such increase is permitted pursuant to the consent terms and conditions of the Lenders Senior Notes and (iii) such increase would not result in any obligation on the part of any Loan Party to create any Lien in favor of the holders of the Senior Notes, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will (for all such requests) not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) exceeding $250,000,000100,000,000; provided that (A) any such request for an increase shall be in a minimum amount of $5,000,00025,000,000, and (B) the Borrower may make a maximum of three such requests. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase increases in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount Commitments; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00025,000,000, (ii) no such increase shall be permitted if after giving effect thereto the Aggregate Commitments would exceed $450,000,000, and (iii) in the case of any such increase which would result in the Aggregate Commitments exceeding $300,000,000, the Loan Parties shall have taken all actions reasonably required by the Administrative Agent to maintain the validity, effectiveness, and priority of the Collateral Documents and the Liens intended to be granted thereunder. At the time of sending such noticenotice to the Administrative Agent, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Borrower may from time to time, request an increase in the Aggregate Revolving Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (each such approval not to be unreasonably withheld or delayedincrease, a “Revolving Commitment Increase”)) by an amount that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00025,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than any Incremental Term Loan the proceeds of which are used exclusively to refinance the Senior Notes and pay related fees and expenses) shall not exceed the sum of $200,000,000. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders).

Request for Increase. Provided (i) there exists no neither an Event of Default nor any condition which would, with notice or the lapse of time, or both, constitute an Event of Default, without (ii) the consent Borrowers have delivered to the Agent evidence that the increase contemplated by this Section 2.9 has been duly authorized by all necessary corporate action, and (iii) the Borrowers have delivered to the Agent a legal opinion of in-house or special counsel with respect to the due authorization of the Lenders and increase contemplated by this Section 2.9, then, upon notice to the Administrative Agent (which shall promptly notify the LendersBanks), the Borrower Borrowers may from time to time, time request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) Revolving Loan Maximum Amount by an amount that will not cause exceeding $100,000,000 in the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any aggregate for all such request for an increase shall be in a minimum amount of $5,000,000requests. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender Bank is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersBanks).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount (for all such requests, in the aggregate) not exceeding $100,000,000; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00025,000,000, and (ii) the Borrower may make a maximum of three (3) such requests. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Any increase of the Aggregate Commitments pursuant to this Section 2.16 shall be subject to the agreement of one or more Lenders or Eligible Assignees (who may or may not then be a Lender hereunder) to provide such increased Commitments pursuant to the terms hereof.

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to and with the written consent of the Administrative Agent (which shall promptly notify the applicable Revolving Credit Lenders), the Borrower Agent may from time to time, time request an increase in the Aggregate Revolving Credit Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount (for all such requests) not exceeding $20,000,000 (each such increase, a “Commitment Increase”); provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,0005,000,000 in the aggregate or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above and (ii) no more than three (3) such requests shall be made during the term of this Agreement. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Agent (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Revolving Credit Lenders).

Request for Increase. Provided there no Default or Event of Default then exists no Defaultor would arise therefrom, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will (for all such requests) not cause exceeding $100,000,000 (collectively, the Aggregate Commitments to be greater than the sum of “Commitment Increases”); provided, that, (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00025,000,000, (ii) the Lead Borrower may make a maximum of three such requests, and (iii) the amount of the Aggregate Commitments, as the same may be increased pursuant to this Section 2.15(b), shall not exceed $300,000,000 at any time. At the time of sending such notice, the Lead Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to and with the written consent of the Administrative Agent (which shall promptly notify the applicable Revolving Credit Lenders), the Borrower Agent may from time to time, time request an increase in the Aggregate Revolving Credit Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount (for all such requests) not exceeding $50,000,000 (each such increase, a “Commitment Increase”); provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000 in the aggregate or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above and (ii) no more than three (3) such requests shall be made during the term of this Agreement. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Agent (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the applicable Revolving Credit Lenders).

Request for Increase. Provided there no Default or Event of Default then exists no Defaultor would arise therefrom, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time, request an increase in the Aggregate Tranche A Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount (for all such requests) not exceeding $10,000,000 less the aggregate amount of all Committed Increases made pursuant to Section 2.15(a) hereof (the “Uncommitted Increase”, and, together with all Committed Increases, collectively, the “Commitment Increases”); provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,0005,000,000 and, (ii) the Lead Borrower may make a maximum of two such requests. At the time of sending such notice, the Lead Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in the Aggregate aggregate Commitments so long as the aggregate amount of Commitments and outstanding Loans hereunder (as determined by the Borrower but subject without duplication) after giving effect to the approval of the Administrative Agent (all such approval requests shall not to be unreasonably withheld or delayed)) by an amount that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) exceed $250,000,000500,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00025,000,000, or such other amount as may be agreed upon by Borrower and Administrative Agent. Each request shall specify whether it is for an increase of the Revolving Credit Facility, the Initial Term Facility or the Delayed Draw Term Loan Facility. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)) as to whether it intends to seek approval for increasing its Commitment.

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the LendersLender(s) or potential lender(s) (which such potential lender(s) shall be Eligible Assignees hereunder) which the Company, in consultation with the Administrative Agent, determines to request to make all or a portion of such increase), the Borrower Company may from time to time, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount (for all such requests) not exceeding $200,000,000; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000, and (ii) the Company may increase the Aggregate Commitments no more than ten (10) times. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender or potential lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersLenders or potential lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and except as provided in clause (e) below, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time after the Closing Date request an increase in the Aggregate Commitments (as determined by which increase may take the Borrower but subject to the approval form of the Administrative Agent (such approval not to be unreasonably withheld new revolving loan tranches or delayed)term loan tranches) by an amount that will (for all such requests) not cause exceeding, in the Aggregate Commitments to be greater than aggregate, the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000Maximum Incremental Facilities Amount; provided that (x) any such request for an increase shall be in a minimum amount of $5,000,000100,000,000, and (y) no Lender shall be required to participate in an increase in the applicable Commitments after such request. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon prior express written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may Verisk may, from time to time, request an anthe existing Lenders and/or invite one or more Eligible Assignees to become a Lender (the “Eligible Increasing Lenders”), to increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval maximum principal amount of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) Facility by an amount that will (for all such requests) not cause exceeding the amount which would increase the principal amount of the Aggregate Commitments to be greater than $2,000,000,000 in the sum of aggregate; provided that (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00025,000,000, and (ii) Verisk may make a maximum of four such requests. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Verisk (in consultation with the Administrative Agent) shall specify the time period within which each existing Lender or Eligible Increasing Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders and Eligible Increasing Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in the Aggregate Total Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will (for all such requests) not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) exceeding $250,000,000500,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000. The Borrower may offer such increase to the Lenders and, at their option, to other financial institutions which qualify as Eligible Assignees identified by the Borrower and approved by the Administrative Agent, the Swing Line Lender and the L/C Issuer (which approvals shall not be unreasonably withheld, conditioned or delayed). At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender and, as applicable, each Eligible Assignee, is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersLenders and to such Eligible Assignees).. 68457597_7 Exhibit 10.1

Request for Increase. Provided there exists no DefaultDefault and no Default would result therefrom, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)an “Increase”) by an amount (for all such requests) not exceeding $500,000,000; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase Increase shall be in a minimum amount of $5,000,00025,000,000, and (ii) the Borrower may make a maximum of five such requests; provided, however, the amount of Increases hereunder plus the amount of Increases under the 364-Day Working Capital Credit Agreement (as such term is defined therein) shall not exceed, in the aggregate, $500,000,000. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there no Event of Default then exists no Defaultor would arise therefrom, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to timetime after the Restatement Effective Date, subject to the limitations in the Existing Note Purchase Agreement and the Intercreditor Agreement, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)each, an “Additional Commitment”) by an amount (for all such requests) not exceeding $150,000,000 in the aggregate; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00015,000,000 (or, if less, the remaining amount of such Additional Commitments), and (ii) the Lead Borrower may make a maximum of five (5) such requests. At the time of sending such notice, the Lead Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount (for all such requests) not exceeding $500,000,000; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000100,000,000, (ii) the Borrower may make a maximum of three such requests, and (iii) no increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there no Event of Default then exists no Defaultor would arise therefrom, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to timetime after the Third Amendment Effective Date, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount (for all such requests under this clause (b)) not exceeding $75,000,000 (the “Uncommitted Increases”); provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000, (ii) the Borrowers may make a maximum of three (3) such requests and (iii) the amount of the Aggregate Commitments, as the same may be increased pursuant to any Uncommitted Increase, shall not exceed $350,000,000 at any time. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersLenders unless the Borrowers, in their discretion, specify a longer time period).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Acquisition Lenders), the Borrower Borrowers may from time to time, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) Acquisition Facility by an amount that will (for all such requests) not cause the Aggregate Commitments to be greater than the sum of exceeding Ten Million Dollars (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,00010,000,000); provided that any such request for an increase shall be in a minimum amount of Five Million Dollars ($5,000,000). At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Acquisition Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Acquisition Lenders). If the aggregate amount of increase requested pursuant to this subsection is in excess of $7,000,000, the Borrowers shall provide such deliveries in the nature of those provided under Section 4.01(a)(iv), (ix) and (x) of the Credit Agreement as may be reasonably requested by the Administrative Agent.

Request for Increase. Provided there exists no DefaultEvent of Default and no Event of Default would arise therefrom, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower Agent may from time to time, time request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will (for all such requests) not cause exceeding $150,000,000 in the aggregate, which increase shall be on the same terms and conditions as then exist for the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000Commitments; provided that any such request for an increase shall be in a minimum amount of $5,000,00025,000,000 or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Agent (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond (which shall in no event be less than ten five Business Days from the date of delivery of such notice to the applicable Revolving Lenders).

Request for Increase. Provided there exists no DefaultSubject to Section 2.20(e) below, without the consent of the Lenders and upon notice to the Administrative Agent (which who shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in that the Aggregate Commitments Lenders (as determined and other Eligible Assignees identified by the Borrower but subject to the approval of and approved by the Administrative Agent (such approval and the Swing Line Lenders which approvals shall not to be unreasonably withheld or delayed)) increase the Aggregate USD Commitments or the Aggregate MC Commitments by an amount that will (for all such requests) not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) exceeding $250,000,000750,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000, or a whole multiple of $5,000,000 in excess thereof. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender and Eligible Assignee is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Persons unless the LendersAdministrative Agent and the Borrower otherwise agree).

Request for Increase. Provided there exists no Default, without Potential Default and the consent Aggregate Commitments were reduced pursuant to Section 2.06(b) as a result of the Lenders and occurrence of the Waterfall Acquisition Termination Date, then upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in the Aggregate Commitments (as determined by under the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) Facility by an amount (for all such requests) not exceeding $75,000,000 (each an “Incremental Increase”); provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase Incremental Increase shall be in a minimum amount of $5,000,00025,000,000 and (ii) the Borrower may make a maximum of three (3) such requests. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default or Event of Default, without the consent of the Lenders and upon (1) notice to the Administrative Agent (which shall promptly notify the Lenders), and (2) contemporaneous notice (with copy thereof to the Administrative Agent) to Persons not then Lenders (each such Person, a “Proposed Lender”), the Borrower may shall have the right to effectuate from time to time and at any time, request in accordance with the terms hereof, an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval aggregate amount of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount then Commitments provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate aggregate Commitments on the Closing Dateas so increased may not exceed $1,500,000,000, plus and (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000, and in multiples of $5,000,000 in excess thereof. At the time of sending such noticenotices, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender and Proposed Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time, time request an increase in the Aggregate Total Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will (for all such requests) not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) exceeding $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000. The Borrowers may offer such increase to the Lenders and, at their option, to other financial institutions which qualify as Eligible Assignees identified by the Borrowers and approved by the Administrative Agent, the Swing Line Lender and the L/C Issuer (which approvals shall not be unreasonably withheld, conditioned or delayed). At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender and, as applicable, each Eligible Assignee, is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersLenders and to such Eligible Assignees).

Request for Increase. Provided there no Event of Default then exists no Defaultor would arise therefrom, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to timetime after the Effective Date, subject to the limitations in the Existing Note Purchase Agreement and the Intercreditor Agreement, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)each, an “Additional Commitment”) by an amount (for all such requests) not exceeding $75,000,000 in the aggregate; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00015,000,000 (or, if less, the remaining amount of such Additional Commitments), and (ii) the Lead Borrower may make a maximum of five (5) such requests. At the time of sending such notice, the Lead Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there no Default or Event of Default then exists no Defaultor would arise therefrom, without the consent of the Lenders and upon notice to the Administrative Agent and the Arranger (which shall promptly notify the Lenders), and upon satisfaction of the conditions set forth herein (including Section 2.14(e)), the Borrower may from time to time, request an increase increases in the Aggregate Commitments Loans or additional term loan facilities (as determined by each, an “Incremental Term Loan Facility” and the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayedterm loans thereunder, “Incremental Term Loans”)) by an amount ; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount increments of $5,000,0005,000,000 and (ii) no commitment of any Lender shall be increased without the consent of such Lender. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative AgentAgent and the Arranger) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request (x) an increase in the Aggregate Commitments Revolving Credit Facility (as determined by each, an “Incremental Revolving Commitment”) and/or (y) the Borrower but subject to the approval establishment of the Administrative Agent one or more new term loan commitments (such approval not to be unreasonably withheld or delayedan “Incremental Term Commitment”)) , by an aggregate amount (for all such requests) not exceeding $75,000,000 after the First Amendment Effective Date; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000; and (ii) the Borrower may make a maximum of four (4) such requests during the term of this Agreement. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in the Aggregate Total Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will (for all such requests) not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) exceeding $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000. The Borrower may offer such increase to the Lenders and, at their option, to other financial institutions which qualify as Eligible Assignees identified by the Borrower and approved by the Administrative Agent, the Swing Line Lender and the L/C Issuer (which approvals shall not be unreasonably withheld, conditioned or delayed). At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender and, as applicable, each Eligible Assignee, is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the LendersLenders and to such Eligible Assignees).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to and with the written consent of the Administrative Agent (which shall promptly notify the applicable Revolving Lenders), the Borrower Agent may from time to time, time request an increase in the Aggregate Revolving Credit Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount (for all such requests) not exceeding $20,000,000 (each such increase, a “Commitment Increase”); provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase 77 shall be in a minimum amount of $5,000,0005,000,000 in the aggregate or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above and (ii) no more than four (4) such requests shall be made during the term of this Agreement. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Agent (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the applicable Revolving Lenders).

Request for Increase. Provided that there exists no Default or Event of Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, at any time after delivery of the Section 10.1.2 Financials for the Fiscal Quarter ending September 30, 2010 evidencing compliance with the covenants under Section 10.3, and from time to timetime thereafter, request an increase in the Aggregate Revolver Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)“New Revolver Commitments”) by an amount (for all such requests) not exceeding $140,000,000 in the aggregate by issuing a notice to that will not cause effect to the Aggregate Commitments to be greater than Agent and the sum of Lenders (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000a “Commitment Increase Notice”); provided that (A) any such request for an increase shall be in a minimum amount of $5,000,00010,000,000, and (B) the Borrower may make a maximum of four such requests. At the time of sending such noticea Commitment Increase Notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Company may from time to time, time request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will (for all such requests) not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) exceeding $250,000,000350,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00050,000,000 (or, if less, the remaining unutilized amount of the aggregate principal amount of permitted increases). At the option of the Company, increases in the Aggregate Commitments may be (but shall not be required to be) provided by any existing Lender or by other persons in accordance with subsection (c) below. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify Company (in consultation with the Administrative Agent) shall specify whether such increase is being offered to existing Lenders and, if so, the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request (x) an increase in the Aggregate Commitments Revolving Credit Facility (as determined by each, an “Incremental Revolving Commitment”) and/or (y) the Borrower but subject to the approval establishment of the Administrative Agent one or more new term loan commitments (such approval not to be unreasonably withheld or delayedan “Incremental Term Commitment”)) , by an aggregate amount (for all such requests) not exceeding $75,000,000 after the Second Amendment Effective Date; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,00010,000,000; and (ii) the Borrower may make a maximum of four (4) such requests during the term of this Agreement. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided that (i) there exists no DefaultDefault and no Default would exist as a result of such increase, without (ii) such increase is permitted pursuant to the consent terms and conditions of the Lenders Senior Notes and (iii) such increase would not result in any obligation on the part of any Loan Party to create any Lien in favor of the holders of the Senior Notes, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)) by an amount that will (for all such requests) not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) exceeding $250,000,00050,000,000; provided that (A) any such request for an increase shall be in a minimum amount of $5,000,00020,000,000, and (B) the Borrower may make a maximum of two such requests. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in the Aggregate Commitments (as determined by each, a “Commitment Increase” and the Borrower but subject Loans made pursuant to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)a Commitment Increase, “Incremental Loans”) by an amount (for all such requests) not exceeding U.S.$400,000,000; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000U.S.$10,000,000 or a whole multiple of U.S.$1,000,000 in excess thereof, and (ii) the Borrower may make a maximum of three such requests after the Funding Date until the Maturity Date. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. Provided there exists no DefaultDefault and no Default would result therefrom, without the consent of the Lenders and upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, time request an increase in the Aggregate Commitments (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed)an “Increase”) by an amount (for all such requests) not exceeding $500,000,000; provided that will not cause the Aggregate Commitments to be greater than the sum of (i) the Aggregate Commitments on the Closing Date, plus (ii) $250,000,000; provided that any such request for an increase Increase shall be in a minimum amount of $5,000,00025,000,000, and (ii) the Borrower may make a maximum of five such requests; provided, however, the amount of Increases hereunder plus the amount of Increases under the Five-Year Working Capital Credit Agreement (as such term is defined therein) shall not exceed, in the aggregate, $500,000,000. At the time of sending such notice, the Borrower may request all or part of such increase from the existing Lenders and if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).