Common use of Increase of Revolving Committed Amount Clause in Contracts

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred and is continuing, the Borrowers, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed upon by the Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred and is continuing, The Borrower shall have the Borrowers, by written notice right to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that increase the Revolving Committed Amount in one or more separate increases prior to the Maturity Date; provided that the ability of the Borrower to effect any such increase shall be increased by subject to the following terms and conditions: (i) no Event of Default shall have occurred and be continuing on the date on which such Revolving Committed Amount increase is to become effective; (ii) the representations and warranties set forth in Section 6 of this Credit Agreement shall be true and correct in all material respects on and as of the date on which such increase is to become effective (except for those which expressly relate to an earlier date); (iii) such increase must be in a minimum amount not less than of $25,000,000 per request 10,000,000 and not more than in integral multiples of $200,000,000 in 5,000,000 above the aggregate then existing Revolving Committed Amount; (such that iv) the Revolving Committed Amount after may not be increased to an amount greater than THREE HUNDRED MILLION DOLLARS ($300,000,000); (v) on or before the date on which such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant is to Section 3.5(b)become effective, (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments shall have received (A) for its own account, the mutually acceptable fees and expenses paid in connection with such increase and (B) for the requested increase. In account of each Person providing the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and increase in the Revolving Committed Amount shall Amount, a commitment fee on the amount of such increase in an amount to be increased, determined at such time; (iivi) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed applied to (A) upon by any existing Lender's written consent, the Arrangers Revolving Commitment of one or more existing Lenders and/or (B) one or more institutions that is not an existing Lender (each, a "New Lender"); provided that (x) each New Lender is an Eligible Assignee and (y) if applicable, such New Lender becomes a Lender hereunder pursuant to the execution and delivery of an appropriate joinder agreement or of counterparts to this Credit Agreement in a manner acceptable to the Borrower and the Borrowers Administrative Agent; (vii) if any Loans are outstanding at the time of the increase in the Revolving Committed Amount, the Borrower shall, if applicable, prepay one or more existing Loans (such increase. Notwithstanding prepayment to be subject to Section 3.12) in an amount necessary such that after giving effect to the foregoingincrease in the Revolving Committed Amount, nothing each Lender will hold its pro rata share (based on its Revolving Commitment Percentage of the increased Revolving Committed Amount) of outstanding Loans; (viii) the Borrower shall execute and deliver such Note(s) in this Section 2.7 favor of any New Lenders as are necessary; and (ix) Schedule 2.1 (a) hereto shall constitute or be deemed amended to constitute an agreement by any Lender to increase its reflect the revised Revolving Commitment hereunderPercentages and Commitments of the Lenders.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred and is continuingThe Borrower shall have the right, the Borrowers, by upon at least fifteen (15) Business Days’ prior written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that increase the Revolving Committed Amount be increased by an amount not less than up to $25,000,000 per request and not more than $200,000,000 100,000,000 in the aggregate in one or more increases, at any time prior to the date that is six (such that 6) months prior to the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for Maturity Date, SUBJECT, HOWEVER, in any such request (a) the Borrowers shall not have requested the extension case, to satisfaction of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, following conditions precedent: (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, exceed $350,000,000 without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable the Required Lenders; (ii) no Default or Event of Default shall have occurred and be continuing on the date on which such increase is to become effective; (iii) the representations and warranties set forth in ARTICLE VI shall be true and correct in all material respects on and as of the date on which such increase is to become effective; (iv) such increase shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof; (v) such requested increase shall only be effective upon receipt by the Borrowers upon any Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as an Eligible Assignee (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing their commitment and their obligations under this Credit Agreement in form and substance acceptable to the Administrative Agent; (vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower) it may reasonably request relating to the corporate or other necessary authority for and the validity of such increase in the Revolving Committed Amount shall be agreed upon by Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Arrangers and the Borrowers Administrative Agent; and (vii) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such increase. Notwithstanding prepayment to be subject to Section 3.12) in an amount necessary such that after giving effect to the foregoingincrease in the Revolving Committed Amount, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any each Lender to increase will hold its pro rata share (based on its Revolving Commitment hereunderPercentage of the increased Revolving Committed Amount) of outstanding Revolving Loans.

Increase of Revolving Committed Amount. Unless a At any time prior to the expiration of the Revolving Commitment Termination Date, and so long as no Default or an Event of Default has shall have occurred and which is continuing, Borrower may from time to time elect to increase the BorrowersRevolving Committed Amount to an amount not exceeding $385,000,000 minus any reductions in the Revolving Commitments pursuant to Section 2.5(a), by provided that (i) Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Committed Amount by giving written notice of such election to Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Article X hereof), (iv) the addition of new Lenders shall be subject to the terms and provisions of Article X hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lender (to the extent applicable, i.e. required approvals, minimum amounts and the like), (v) Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) new Lender or any Lender which is a party to this Credit Agreement prior to such request for increase, at increasing its sole discretion, may elect to increase its Revolving Commitment, but (vi) no Lender shall not have any obligation right to so decrease its Revolving Commitment as a result of such increase its Commitmentof the Revolving Committed Amount, and (cvii) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing shall have no obligation to hold commitments for the requested increase. In the event that Lenders commit to any such increasearrange, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by find or locate any Lender making an additional or new commitment, new bank or replacement Notes shall be issued, and (iv) other changes shall be made by way financial institution to participate in any unsubscribed portion of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount Amount, and (viii) each such increase shall be agreed upon by the Arrangers and the Borrowers in an aggregate amount of at the time of such increaseleast $10,000,000. Notwithstanding the foregoing, nothing in this Section 2.7 Borrower shall constitute be required to pay (or be deemed to constitute an agreement reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase its Commitment hereunderin the Revolving Committed Amount pursuant to this provision.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred Prior to the Maturity Date and is continuing, the Borrowers, by upon at least 15 days' prior written notice to the Administrative AgentAgent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), may request on up the Borrower shall have the right, subject to four the terms and conditions set forth below, to increase the Revolving Committed Amount; provided that (4a) occasions during the term such increase must be in a minimum amount of this Agreement that $10,000,000 and in integral multiples of $1,000,000 above such amount, (b) the Revolving Committed Amount cannot be increased by to an aggregate amount not less greater than the sum of (i) Six Hundred Million Dollars ($25,000,000 per request and not more than $200,000,000 in 600,000,000) minus (ii) the aggregate (such that amount of all reductions of the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b2.1(d), (b) any Lender which is a party to this Credit Agreement without the prior to such request for increasewritten consent of the Required Lenders, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) the Borrower shall execute and deliver such Note(s) as are necessary to reflect the increase in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increaseRevolving Committed Amount, (id) Schedule 1.1(a) hereto shall be amended to reflect the revised Revolving Committed Amount and aggregate Commitments of the committed Lenders and Lenders, (e) if any Loans are outstanding at the time of an increase in the Revolving Committed Amount Amount, the Borrower will prepay (provided that any such prepayment shall be increased, (iisubject to Section 3.14 hereof) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according one or more existing Loans in an amount necessary such that after giving effect to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall each Lender will hold its pro rata share (based on its share of the revised aggregate Commitments) of outstanding Loans and (f) during the first year following the Closing Date, the Revolving Committed Amount cannot be agreed upon by the Arrangers and the Borrowers increased until Bank of America has assigned at the time least $30,000,000 of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute its Revolving Loan Commitment to one or be deemed to constitute an agreement by any Lender to increase its Commitment hereundermore Eligible Assignees.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred From the Effective Date until 90 days prior to the Maturity Date and is continuing, the Borrowers, by upon at least 15 days’ prior written notice to the Administrative AgentAgent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), may request on up the Borrower shall have the right to four increase the Revolving Committed Amount; provided that the ability of the Borrower to effect such increase shall be subject to the following terms and conditions: (4a) occasions during such increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 above the term of this Agreement that then existing Revolving Committed Amount; (b) the Revolving Committed Amount may not be increased by to an amount not less greater than FOUR HUNDRED MILLION DOLLARS ($25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000400,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and ; (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed applied, at the option of the Borrower, to (i) upon by one or more existing Lenders’ written consent, the Arrangers Commitment(s) of such consenting existing Lender(s); provided that no existing Lender shall be required to increase its Commitment and/or (ii) one or more institutions that is not an existing Lender (each, a “New Lender”); provided that (A) each New Lender is an Eligible Assignee and (B) each New Lender shall become a Lender hereunder pursuant to the execution and delivery of an appropriate joinder agreement or counterpart to this Credit Agreement in a manner acceptable to the Borrower and the Borrowers Administrative Agent; (d) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.14) in an amount necessary such that after giving effect to the increase in the Revolving Committed Amount, each Lender will hold its pro rata share (based on its Pro Rata Share of the increased Revolving Committed Amount) of outstanding Revolving Loans; (e) the Borrower shall execute and deliver such Note(s) in favor of any New Lenders as are necessary; (f) Schedule 1.1(a) hereto shall be amended to reflect the revised Pro Rata Share and Commitment of each of the Lenders; and (g) the Borrower shall pay such fees to the Administrative Agent, for the benefit of the Lenders providing such additional commitments, as determined at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Increase of Revolving Committed Amount. Unless (a) Upon reasonable prior written notice to ▇▇▇▇▇▇, Borrower Representative may from time to time request an increase in the Revolving Committed Amount over the then-applicable Revolving Committed Amount; provided that, (i) any such increase shall be in a Default minimum aggregate amount of $1,000,000 or an Event any whole multiple of $500,000 in excess thereof, and (ii) after giving effect to any and all such increases, the Revolving Committed Amount may not exceed, in the aggregate, $20,000,000. At the time of sending such notice, Borrower Representative shall specify the time period within which Lender is requested to respond (which shall in no event be less than twenty (20) Business Days (or such earlier date as Lender may approve) from the date on which ▇▇▇▇▇▇ receives such notice). Lender shall notify Borrower Representative within such time period whether or not it will agree to increase the Revolving Committed Amount (it being understood and acknowledged that Lender has no binding commitment to provide such increased credit unless and until such time as it has obtained formal credit approval for same in accordance with its policies and procedures and has properly documented such increase pursuant to written documentation in Proper Form, and any such increase is in the Lender’s sole discretion). (b) If the Revolving Committed Amount is increased in accordance with this Section 2.7, Lender and Borrower Representative shall determine the effective date of such increase (the “Increase Effective Date”). As a condition precedent to such increase, Borrowers shall deliver to Lender (i) a certificate of Borrower Representative dated as of the Increase Effective Date signed by a Responsible Officer of Borrower Representative (A) certifying and attaching the resolutions adopted by each Borrower’s Board of Directors approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, the representations and warranties contained in this Agreement and in the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date (except to the extent that the representations and warranties speak to a specific date, and except for any such representations and warranties that are qualified by materiality, which shall be true and correct in all respects) and no Default has occurred and is continuing, the Borrowers, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) a Compliance Certificate demonstrating pro forma compliance with the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything covenants set forth in Section 11.6 10 after giving effect to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed upon by the Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred From the Effective Date until 30 days prior to the Maturity Date and is continuing, the Borrowers, by upon at least 15 days’ prior written notice to the Administrative AgentAgent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), may request on up the Borrower shall have the right to four increase the Revolving Committed Amount; provided that the ability of the Borrower to effect such increase shall be subject to the following terms and conditions: (4a) occasions during such increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 above the term of this Agreement that then existing Revolving Committed Amount; (b) the Revolving Committed Amount may not be increased by to an amount not less greater than FOUR HUNDRED MILLION DOLLARS ($25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000400,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and ; (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed applied, at the option of the Borrower, to (i) upon by one or more existing Lenders’ written consent, the Arrangers Commitment(s) of such consenting existing Lender(s); provided that no existing Lender shall be required to increase its Commitment and/or (ii) one or more institutions that is not an existing Lender (each, a “New Lender”); provided that (A) each New Lender is an Eligible Assignee and (B) each New Lender shall become a Lender hereunder pursuant to the execution and delivery of an appropriate joinder agreement or counterpart to this Credit Agreement in a manner acceptable to the Borrower and the Borrowers Administrative Agent; (d) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.14) in an amount necessary such that after giving effect to the increase in the Revolving Committed Amount, each Lender will hold its pro rata share (based on its Pro Rata Share of the increased Revolving Committed Amount) of outstanding Revolving Loans; (e) the Borrower shall execute and deliver such Note(s) in favor of any New Lenders as are necessary; (f) Schedule 1.1(a) hereto shall be amended to reflect the revised Pro Rata Share and Commitment of each of the Lenders; and (g) the Borrower shall pay such fees to the Administrative Agent, for the benefit of the Lenders providing such additional commitments, as determined at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred and is continuingThe Borrower shall have the right, the Borrowers, by upon at least fifteen (15) Business Days' prior written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that increase the Revolving Committed Amount be increased by an amount not less than up to $25,000,000 per request and not more than $200,000,000 100,000,000 in the aggregate in one or more increases, at any time prior to the date that is six (such that 6) months prior to the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for Maturity Date, SUBJECT, HOWEVER, in any such request (a) the Borrowers shall not have requested the extension case, to satisfaction of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, following conditions precedent: (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, exceed $350,000,000 without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable the Required Lenders; (ii) no Default or Event of Default shall have occurred and be continuing on the date on which such increase is to become effective; (iii) the representations and warranties set forth in ARTICLE VI shall be true and correct in all material respects on and as of the date on which such increase is to become effective; (iv) such increase shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof; (v) such requested increase shall only be effective upon receipt by the Borrowers upon any Administrative Agent of (A) additional commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify as an Eligible Assignee (it being understood and agreed that no existing Lender shall be required to provide an additional commitment) and (B) documentation from each institution providing an additional commitment evidencing their commitment and their obligations under this Credit Agreement in form and substance acceptable to the Administrative Agent; (vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower) it may reasonably request relating to the corporate or other necessary authority for and the validity of such increase in the Revolving Committed Amount shall be agreed upon by Amount, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Arrangers and the Borrowers Administrative Agent; and (vii) if any Revolving Loans are outstanding at the time of the increase in the Revolving Committed Amount, the Borrower shall, if applicable, prepay one or more existing Revolving Loans (such increase. Notwithstanding prepayment to be subject to Section 3.12) in an amount necessary such that after giving effect to the foregoingincrease in the Revolving Committed Amount, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any each Lender to increase will hold its pro rata share (based on its Revolving Commitment hereunderPercentage of the increased Revolving Committed Amount) of outstanding Revolving Loans.

Increase of Revolving Committed Amount. Unless The Borrower shall have the right from time to time (but not later than sixty (60) days prior to the Maturity Date) to increase the Revolving Committed Amount up to a Default total amount of $150,000,000 by adding to this Agreement one or more other lenders (which may include any Lender (with the consent of such Lender)) (each such lender an Event "Additional Lender") with the approval of Default has occurred the Administrative Agent (not to be unreasonably withheld) and is continuing, the Borrowers, by written with notice to each Lender; provided, however, that the Borrower shall provide the Lenders with the opportunity to participate in such increase of the Revolving Committed Amount prior to soliciting other lenders. Each of the Additional Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Lender shall undertake a Revolving Commitment (and if any such Additional Lender is a Lender, its Revolving Commitment shall be in addition to such Lender's Revolving Commitment hereunder) in an amount at least equal to $10,000,000 or a larger integral multiple of $1,000,000, and upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Commitment Date") such Additional Lender shall thereupon become a "Lender" for all purposes of this Agreement. On the Increased Commitment Date, each Additional Lender shall by assignments from the other Lenders (which assignments shall be deemed to occur hereunder automatically, and without any requirement for additional documentation, on the Increased Commitment Date) acquire a portion of the Revolving Loans and Participation Interests of the other Lenders (and the Lenders shall, through the Administrative Agent, may request on up to four (4make such other adjustments among themselves as shall be necessary) occasions during the term of this Agreement so that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior giving effect to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, assignments and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of adjustments the Lenders shall be adjusted according to the reallocated hold Revolving Loan Commitment Percentages (or, Loans and Participation Interests hereunder ratably in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase accordance with their respective Revolving Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their and LOC Commitments. The fees payable by Borrower shall compensate each Lender whose outstanding Revolving Loans have decreased as a result of the Borrowers upon any foregoing assignments and adjustments as if such increase decrease were a payment or prepayment referred to in the Revolving Committed Amount shall be agreed upon by the Arrangers and the Borrowers at the time of such increaseSection 2.13 hereof. Notwithstanding the foregoing, nothing the increase in the aggregate Revolving Commitments hereunder pursuant to this Section 2.7 2.4 shall constitute be effective only if: (i) the Borrower shall have given the Administrative Agent notice of any such increase at least thirty (30) days prior to any such Increased Commitment Date; (ii) no Default or Event of Default shall have occurred and be deemed continuing as of the date of the notice referred to constitute an agreement by any Lender to increase its in the foregoing clause (i) or on the Increased Commitment hereunderDate; and (iii) the resulting aggregate amount of the Revolving Commitments is no greater than $150,000,000.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred and is continuing, the Borrowers, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 150,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000600,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit Schedule 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed upon by the Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.

Increase of Revolving Committed Amount. Unless a At any time prior to the expiration of the Revolving Commitment Termination Date, and so long as no Default or an Event of Default has shall have occurred and which is continuing, Borrower may elect to increase the BorrowersRevolving Committed Amount to an amount not exceeding $240,000,000 minus any reductions in the Revolving Commitments pursuant to Section 2.5(a), by provided that (i) Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Committed Amount by giving written notice of such election to Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Article X hereof), (iv) the addition of new Lenders shall be subject to the terms and provisions of Article X hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (v) Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000); provided that for any such request (a) the Borrowers shall not have requested the extension of the Revolving Loan Maturity Date pursuant to Section 3.5(b), (b) new Lender or any Lender which is a party to this Credit Agreement prior to such request for increase, at increasing its sole discretion, may elect to increase its Revolving Commitment, but (vi) no Lender shall not have any obligation right to so decrease its Revolving Commitment as a result of such increase its Commitmentof the Revolving Committed Amount, and (cvii) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing shall have no obligation to hold commitments for the requested increase. In the event that Lenders commit to any such increasearrange, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by find or locate any Lender making an additional or new commitment, new bank or replacement Notes shall be issued, and (iv) other changes shall be made by way financial institution to participate in any unsubscribed portion of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount Amount, and (viii) each such increase shall be agreed upon by the Arrangers and the Borrowers in an aggregate amount of at the time of such increaseleast $10,000,000. Notwithstanding the foregoing, nothing in this Section 2.7 Borrower shall constitute be required to pay (or be deemed to constitute an agreement reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase its Commitment hereunderin the Revolving Committed Amount pursuant to this provision.

Increase of Revolving Committed Amount. Unless a Default or an Event of Default has occurred and is continuingcontinuing and subject to the Borrowers’ delivery of an officer’s certificate certifying compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.2 after giving effect to such increase (assuming that the Revolving Committed Amount is fully funded), the Borrowers, by written notice to the Administrative Agent, may request on up to four (4) occasions during the term of this Credit Agreement that the Revolving Committed Amount be increased by an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate aggregate, together with any incremental term loans under the Term Loan A Loan Agreement and the Term Loan B Loan Agreement (such that the Revolving Committed Amount after such increase shall never exceed $800,000,000, minus any incremental term loans under the Term Loan A Loan Agreement and Term Loan B Loan Agreement); provided that for any such request (a) such request shall have been made during the Borrowers shall not have requested period from the extension of the Revolving Loan Maturity Closing Date pursuant to Section 3.5(b)February 1, 2016, (b) any Lender which is a party to this Credit Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment, and (c) in the event that a Lender does not elect to increase its Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders (which qualify as Eligible Assignees) reasonably acceptable to the Administrative Agent willing to hold commitments for the requested increase. In the event that Lenders commit to any such increase, (i) the Commitments of the committed Lenders and the Revolving Committed Amount shall be increased, (ii) the Revolving Loan Commitment Percentage of each of the Lenders shall be adjusted according to the reallocated Revolving Loan Commitment Percentages (or, in the case of a new lender not previously party hereto, added to Exhibit 1.1(a)) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) if requested by any Lender making an additional or new commitment, new or replacement Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Credit Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as Eligible Assignees) have agreed to make new commitments pursuant to this Section 2.7, in each case notwithstanding anything in Section 11.6 to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Revolving Committed Amount shall be agreed upon by the Arrangers and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder.