Common use of Request for Increase Clause in Contracts

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such Lenders).

Request for Increase. Upon Provided that no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, upon written notice (the “Increase Notice”) to the Administrative Agent (which shall promptly notify the LendersLenders and provide the Lenders with a copy of the Increase Notice), the Borrower may from time to time prior to the then applicable Maturity Datemay, at any time, request an increase up to four (4) increases in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to Commitment in an amount (giving effect to all such Incremental Facilities) not exceeding less than $1,350,000,000; provided that (i) there exists no Default, (ii) each 25,000,000 per increase must be and not more than $500,000,000 in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waivedaggregate. At the time of sending such notice, the The Borrower (in consultation with the Administrative Agent) shall specify in the Lenders to be approached to provide all or a portion of such increase Increase Notice (subject in each case to any requisite consents required under Section 10.06A) and the time period within which each such 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 on which the Increase Notice was provided to such LendersLenders by the Administrative Agent); (B) the amount of the requested increase in the Revolving Loan Commitment; and (C) the date on which such increase is requested to become effective. For the avoidance of doubt, the parties hereto acknowledge and agree that any increase in the Revolving Loan Commitment provided pursuant to this Section 2.17 shall be deemed to be Revolving Loan Commitments made hereunder and shall have the same terms and conditions as the existing Revolving Loan Commitments hereunder including, without limitation, the same Maturity Date and Applicable Margin.

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Parent Borrower may request from time to time prior to and at any time, in accordance with the then applicable Maturity Dateterms hereof, request an increase in the Aggregate aggregate amount of the then Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Defaultthe Aggregate Commitments as so increased may not exceed $1,000,000,000, and (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 10,000,000, and in integral multiples of $5,000,000 in excess thereof thereof. To achieve the full amount of a requested increase, the Parent Borrower may (or such other amounts as are agreed i) invite Lenders to increase their Commitments and/or (ii) invite any Persons that would not be precluded from being an assignee by the Borrower Sections 10.07(b)(v), 10.07(b)(vi), 10.07(b)(vii) to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative AgentAgent (each such Person, a “Proposed Lender”). In the event the Parent Borrower invites Lenders to increase their Commitments, and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At then at the time of sending such noticethe notice referenced in this Section 2.15(a), the Parent Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender and Proposed 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 such the Lenders).

Request for Increase. Upon Provided that no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, upon written notice (the “Increase Notice”) to the Administrative Agent (which shall promptly notify the LendersLenders and provide the Lenders with access to a copy of the Increase Notice), the Borrower Borrowers may, at any time, request up to four (4) increases in the Revolving Loan Commitment in an amount not less than $25,000,000 per increase and not more than $200,000,000 in the aggregate and, together with such Revolving Loan Commitment increase, the Borrowers may from time to time prior to the then applicable Maturity Date, also request an increase in the Aggregate Commitments (each Letter of Credit Commitment; provided, that after giving effect to any such increase, an “Incremental the Letter of Credit Commitment does not exceed 12.5% of the Revolving Increase”) or add one or more tranches of term loans Loan Commitment (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (after giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agentany Revolving Loan Commitment increase), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower The Borrowers (in consultation with the Administrative Agent) shall specify in the Lenders to be approached to provide all or a portion of such increase Increase Notice (subject in each case to any requisite consents required under Section 10.06A) and the time period within which each such 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 on which the Increase Notice was provided to such LendersLenders by the Administrative Agent); (B) the amount of the requested increase in the Revolving Loan Commitment and the Letter of Credit Commitment; and (C) the date on which such increase is requested to become effective.

Request for Increase. Upon Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,0001,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples 25,000,000, (ii) the amount of the Aggregate Commitments shall not exceed $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent)3,000,000,000 at any time, and (iii) all references in the conditions definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the making dollar amount that is equal to 1.667 times the amount of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waivedthe Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such the Lenders).

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilities) not exceeding $1,350,000,000200,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 2.15 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such Lenders).

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000200,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Commitments by an amount (each for all such requests) not exceeding the sum of (i) $250,000,000 plus (ii) the maximum amount, if any, such that after giving effect to the incurrence of such increase on a pro forma basis (assuming for purposes of this calculation that the Aggregate Commitments (as such may have been increased) are fully drawn) the Consolidated Senior Secured Leverage Ratio recomputed as of the end of the applicable fiscal quarter would not be greater than 2.00 to 1.00; provided that if the Borrower will rely on sub-clause (ii) for the purposes of any such increase, an “Incremental Revolving Increase”the Borrower shall have delivered to the Administrative Agent a duly completed Compliance Certificate as of the last day of such fiscal quarter of the Borrower, demonstrating the requirement set forth in sub-clause (ii) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”above are satisfied; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided further that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 25,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by ii) the Borrower and the Administrative Agent), and (iii) the conditions to the making may make a maximum of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waivedfive such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) four Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental and/or the Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Term Loan equal to $1,750,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided, further, at Borrower’s option, Borrower may request that any such requested increase be effected through the addition of one or more term loan commitments (or and, in such other amounts event, all references in this Section 2.19 to any increase, as are agreed and to by the Borrower extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the Administrative Agentamount of such increase, mutatis mutandis), and subject further, however, (iii1) the conditions to the making continued applicability of a Credit Extension set forth in clause (e) the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Term Loan, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such the Lenders).

Request for Increase. Upon Provided (i) subject to Section 1.11, there exists no Default both before and after giving effect to any Incremental Revolving Commitment or Incremental Term Commitment (including compliance by the Company with the covenants set forth in Sections 7.10 and 7.11 determined on a pro forma basis) and (ii) upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Company may from time to time prior time, request, and, subject to the then applicable Maturity Datethis Section 2.14 (including Section 2.14(c)) Lenders hereby consent to, request (x) an increase in the Aggregate Commitments Revolving Facility (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or add and/or (y) the establishment of one or more tranches of new term loans loan commitments (each each, an “Incremental Term Loan FacilityCommitment”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to ), by an amount (giving effect to for all such Incremental Facilitiesrequests in the aggregate) not exceeding $1,350,000,000250,000,000; provided that (iA) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent)5,000,000, and (iiiB) no such increase shall increase the conditions to Letter of Credit Sublimit, the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied Domestic Swing Line Sublimit, the Foreign Swing Line Sublimit or waivedthe Foreign Borrower Sublimit. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 or such Lendersother time period as agreed to by the Company and any Lender providing an Incremental Revolving Commitment or an Incremental Term Commitment).

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Company may through the Administrative Agent from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add any one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred the Lenders to as “Incremental Facilities”) to increase its Commitment by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000500,000,000 in the aggregate; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived50,000,000. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond respond. After giving effect to all such increases, the Aggregate Commitments shall not exceed (which shall in no event be less than ten x) prior to the Additional Commitment Availability Date, $1,600,000,000, and (10y) Business Days on and following the Additional Commitment Availability Date, $2,000,000,000. If the Company has requested an increase from the date Lenders and such requested increase, or any portion thereof, is declined by one or more Lenders, the Company may, to the extent necessary to obtain the full amount of delivery the requested increase, invite additional Eligible Assignees reasonably satisfactory to the Administrative Agent to become Lenders (“Additional Lenders”), may request such accepting Lenders to commit to the full amount of such notice to such Lenders)the requested increase, or may reduce the amount of the requested increase.

Request for Increase. Upon Provided there exists no Default or Event of Default, upon written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrower Company may from time to time prior time, request, on one or more occasions and subject to the then applicable Maturity Dateconditions set forth below in this Section 2.17 and in Section 3.2, request an increase in the Aggregate Commitments (each such increase, Maximum Revolver Amount in an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an aggregate principal amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding to exceed $1,350,000,00040,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived10,000,000. At the time of sending such notice (each such notice, an “Additional Revolver Commitment Notice”), the Borrower Company (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06i) and the time period within which each such 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 such Lenders), and (ii) the amount of the increase in the Maximum Revolver Amount that Borrowers are requesting (each such requested amount, the “Additional Revolver Commitment Amount”). Upon the receipt by Agent of any Additional Revolver Commitment Notice, Agent shall promptly notify each Lender thereof and each Lender shall have the option (but not the obligation) to increase the amount of its Revolver Commitment by an amount up to its Pro Rata Share of the Additional Revolver Commitment Amount as set forth in such Additional Revolver Commitment Notice.

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request from time to time prior to and at any time, in accordance with the then applicable Maturity Dateterms hereof, request an increase in the Aggregate aggregate amount of the then Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Defaultthe aggregate Commitments as so increased may not exceed $2,250,000,000, and (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 10,000,000, and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by thereof. To achieve the full amount of a requested increase, the Borrower may (i) invite Lenders to increase their Commitments and/or (ii) invite any Persons that would not be precluded from being an assignee by Sections 10.07(b)(v), 10.07(b)(vi), 10.07(b)(vii) to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative AgentAgent (each such Person, a “Proposed Lender”). In the event the Borrower invites Lenders to increase their Commitments, and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At then at the time of sending such noticethe notice referenced in this Section 2.15(a), the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender and Proposed 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 such the Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000350,000,000 (to a maximum amount of Aggregate Revolving Commitments equal to $1,100,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided further, however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Aggregate Revolving Commitments be effected through the addition of one or more term loan commitments (and, in such event, all references in this Section 2.19 to any increase in the Aggregate Revolving Commitments (or such other amounts as are agreed to by the Borrower and the Administrative Agentany Revolving Commitment), as and (iii) the conditions to the making extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of a Credit Extension set forth in clause such increase, mutatis mutandis), subject further, however, (e1) to the continued applicability of the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such the Lenders).

Request for Increase. Upon Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Lead Borrower may from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,00050,000,000 (collectively, the “Revolving Commitment Increases”); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples 25,000,000, (ii) the Lead Borrower may make a maximum of $5,000,000 in excess thereof (or two such other amounts as are agreed to by the Borrower and the Administrative Agent)requests, and (iii) the conditions amount of the Aggregate Revolving Commitments, as the same may be increased pursuant to the making of a Credit Extension set forth in clause (e) of this Section 2.14 2.15(a), shall not exceed $300,000,000 at any time. Notwithstanding the foregoing, until payment in full of the Term Loan, (x) the aggregate amount of Revolving Commitment Increases shall not exceed $25,000,000, and (y) the amount of the Aggregate Revolving Commitments, as the same may be satisfied or waivedincreased pursuant to this Section 2.15(a), shall not exceed $275,000,000 at any time. At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Revolving 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 such the Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000350,000,000 (to a maximum amount of Aggregate Revolving Commitments equal to $750,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided further, however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Aggregate Revolving Commitments be effected through the addition of one or more term loan commitments (and, in such event, all references in this Section 2.19 to any increase in the Aggregate Revolving Commitments (or such other amounts as are agreed to by the Borrower and the Administrative Agentany Revolving Commitment), as and (iii) the conditions to the making extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of a Credit Extension set forth in clause such increase, mutatis mutandis), subject further, however, (e1) to the continued applicability of the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such the Lenders).

Request for Increase. Upon During the term of the Facility, the Borrower shall have the option to increase the Facility Amount by a maximum aggregate amount of up to $50,000,000.00 (the "Increase Option"). Borrower may exercise said Increase Option at any time by providing notice to the Administrative Agent (which shall promptly notify the Lenders), provided however, (a) that at the Borrower may from time to of the exercise of such option, there is no Default or Event of Default which shall have occurred and be continuing; (b) in no event shall the existence of this Increase Option be deemed a commitment on the part of the Lenders until such time prior as a Lender in writing increases its commitment or a new Lender issues a written commitment for any such amounts in excess of the existing $200,000,000.00 committed Facility, and then in such event, such increase to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must Amount shall only be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making extent of a Credit Extension set forth in clause the increased commitment or new commitment amounts; (ec) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with ss.2.12(b); (which d) any such increase shall be in no event a minimum amount of $10,000,000.00 with minimum increments of $5,000,000.00 above that amount, and a maximum aggregate increase of $50,000,000.00; and (e) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenders)same terms and conditions as this Agreement.

Request for Increase. Upon Provided no Default or Event of Default has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from shall have the right at any time to time prior to after the then applicable Maturity Closing Date, request without the consent of the Lenders or prior approval of the Administrative Agent, to effectuate on one or more occasions, but limited to four in the aggregate, an increase in the Aggregate Revolving Committed Amount (and the aggregate Revolving Commitments (each of the Lenders) by sending a notice to the Administrative Agent requesting such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower 10,000,000, and the Administrative Agent)aggregate amount of all such increases shall not exceed $110,000,000, (ii) after giving effect to such increase in the Revolving Commitments, the Revolving Committed Amount does not exceed $220,000,000, and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 no Lender’s Revolving Commitment shall be satisfied increased without such Lender’s prior written consent. In the event that the Borrower elects to request increases in the Revolving Commitments of any or waived. At each of the existing Lenders, at the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such the Lenders).

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000150,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof 20,000,000, (or such other amounts as are agreed to by ii) the Borrower and the Administrative Agent)may make a maximum of three such requests, and (iii) any increased amount of the conditions Aggregate Commitments provided pursuant to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waivedon the same terms and conditions, and subject to the same interest rates and fees, as the Aggregate Commitments outstanding before any such increase, as reasonably determined by the Administrative Agent, except that closing fees of up to 3.0% of such increased amount of Aggregate Commitments may be paid to the Lenders and Eligible Assignees providing such increased amount of Aggregate Commitments. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such the Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent and the Lenders and with the written consent of the Required Lenders (which shall promptly notify the Lendersin their sole and absolute discretion), the Borrower Agent may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $19,000,000 (each such increase, an a “Incremental Revolving Commitment Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof the aggregate or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above, (or ii) no more than three (3) such other amounts as are agreed to by requests shall be made during the Borrower and the Administrative Agent)term of this Agreement, and (iii) such Commitment Increase shall be provided by one or more Lenders (or any of their affiliates) and (iv) such Commitment Increase shall be subject to closing conditions and fees to be agreed upon by the conditions to Lenders and the making Borrower Agent at the time of a Credit Extension set forth in such request; provided, that, notwithstanding this clause (e) iii), the terms, conditions, and interest rate of this Section 2.14 such Commitment Increase shall be satisfied or waivedon terms consistent with the Loans then outstanding under this Agreement. At the time of sending such notice, the Borrower Agent (in consultation with the Administrative AgentRequired Lenders) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such applicable 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 such the applicable Lenders).

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders), the Borrower may may, not more than three (3) times (including all such requests made pursuant to Section 2.13(a) above) from time to time prior to the then applicable Maturity DateClosing Date over the term of this Agreement, request an increase in the Aggregate Commitments (each such increase, Term Facility by an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an aggregate amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding to exceed $1,350,000,00050,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 5,000,000, (ii) in no event shall the Term Facility (after giving effect to all requested increases therein) exceed an amount equal to $110,000,000 minus the aggregate amount of principal payments and prepayments made prior to the applicable Term Loan Increase Effective Date (as defined below) in integral multiples respect of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), Term Facility and (iii) in no event shall the conditions to aggregate amount of increases in respect of the making of a Credit Extension set forth in clause (e) of Term Facility effected under this Section 2.14 shall be satisfied or waived2.14(a), plus the aggregate amount of increases in respect of the Revolving Credit Facility effected under Section 2.13(a) exceed $50,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Term 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 such the Term Lenders).

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,0001,000,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 2.15 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such Lenders).

Request for Increase. Upon Provided that no Event of Default shall have occurred and be continuing at such time or would result therefrom, upon notice to the Administrative Agent (which which, if all Lenders under the specified Facility are being requested, shall promptly notify all of the LendersLenders under the applicable Facility and, if less than all Lenders under the specified Facility are being requested, each individual Lender being requested), the Borrower may Company may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches Lenders to increase their portion of term loans (each an “Incremental Term Loan the applicable Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples 10,000,000, (ii) no increase may be made to (A) any portion of $5,000,000 in excess thereof the Revolving Credit Facility with a Maturity Date earlier than any other portion of the Revolving Credit Facility or (or such B) any Term Facility with a Maturity Date earlier than any other amounts as are agreed to by the Borrower and the Administrative Agent), existing Term Facility and (iii) the conditions amount of such increase, together with the aggregate amount of all undrawn Commitments and outstanding Loans under all Facilities (after giving effect to any repayment of Loans and reduction of Commitments to be made with the making proceeds of a Credit Extension such increase on the date of such increase or as evidenced by an irrevocable notice delivered on such date in the manner set forth in clause (eSection 2.04(a) of this or Section 2.14 2.05(a), as applicable) shall be satisfied or waivednot exceed the Maximum Facilities Limit. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such applicable 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 such LendersLenders by the Administrative Agent).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental and/or the Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Term Loan equal to $1,600,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided further, however, at Borrower’s option, Borrower may request that any such requested increase be effected through the addition of one or more term loan commitments (or and, in such other amounts event, all references in this Section 2.19 to any increase, as are agreed and to by the Borrower extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the Administrative Agentamount of such increase, mutatis mutandis), and subject further, however, (iii1) the conditions to the making continued applicability of a Credit Extension set forth in clause (e) the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Term Loan, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such the Lenders).

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders), the Borrower may may, not more than three (3) times (including all such requests made pursuant to Section 2.13(a) above) from time to time prior to the then applicable Maturity DateClosing Date over the term of this Agreement, request an increase in the Aggregate Commitments (each such increase, Term Facility by an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an aggregate amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding to exceed $1,350,000,00050,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 5,000,000, (ii) in no event shall the Term Facility (after giving effect to all requested increases therein) exceed an amount equal to $240,000,000 minus the aggregate amount of principal payments and prepayments made prior to the applicable Term Loan Increase Effective Date (as defined below) in integral multiples respect of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), Term Facility and (iii) in no event shall the conditions to aggregate amount of increases in respect of the making of a Credit Extension set forth in clause (e) of Term Facility effected under this Section 2.14 shall be satisfied or waived2.14(a), plus the aggregate amount of increases in respect of the Revolving Credit Facility effected under Section 2.13(a) exceed $50,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Term 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 such the Term Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental and/or the Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Term Loan equal to $1,600,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided, further, at Borrower’s option, Borrower may request that any such requested increase be effected through the addition of one or more term loan commitments (or and, in such other amounts event, all references in this Section 2.19 to any increase, as are agreed and to by the Borrower extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the Administrative Agentamount of such increase, mutatis mutandis), and subject further, however, (iii1) the conditions to the making continued applicability of a Credit Extension set forth in clause (e) the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Term Loan, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such the Lenders).

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders), the Borrower may Borrowers may, not more than three (3) times (including all such requests made pursuant to Section 2.15(a) above) from time to time prior to the then applicable Maturity DateClosing Date over the term of this Agreement, request an increase in the Aggregate Commitments (each such increase, Term Facility by an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an aggregate amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding to exceed $1,350,000,00025,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 5,000,000, (ii) in no event shall the Term Facility (after giving effect to all requested increases therein) exceed an amount equal to $275,000,000 minus the aggregate amount of principal payments and prepayments in integral multiples respect of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), Term Facility and (iii) in no event shall the conditions to aggregate amount of increases in respect of the making of a Credit Extension set forth in clause (e) of Term Facility effected under this Section 2.14 shall be satisfied or waived2.16(a), plus the aggregate amount of increases in respect of the Revolving Credit Facility effected under Section 2.15(a) exceed $25,000,000. At the time of sending such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Term 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 such the Term Lenders).

Request for Increase. Upon Provided no Default or Event of Default has occurred and is continuing, upon (i) notice to the Administrative Facility Agent (which shall promptly notify the Lenders, such notice to be received by the Facility Agent not less than ten (10) Banking Days before the date on which the Commitment increase is to take effect) and (ii) substantially contemporaneous notice (with copy thereof to the Facility Agent) to Eligible Assignees not then Lenders (each such Eligible Assignee, a “Proposed Lender”), the Borrower may shall have the right promptly to effectuate from time to time prior to in accordance with the terms hereof, an increase (the “Additional Commitments”) in the aggregate amount of the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000Commitments; provided that (i) there exists no Defaultthe increased Commitments shall be requested solely in connection with a Permitted Acquisition provided the assets so acquired will, subject to the Agreed Security Principles, be pledged as additional Collateral, (ii) the aggregate amount of the Commitments as so increased by the Additional Commitments shall not at any time exceed $350,000,000, and (iii) each such increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived25,000,000. At the time of sending such noticenotices, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender and Proposed Lender is requested to respond (which shall in no event be less than ten five (105) Business Banking Days from the date of delivery of such notice to such Lendersnotice, and which may be extended upon agreement by the Borrower and the Facility Agent).

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to At any time prior to the then applicable Maturity Date, upon written notice to the Administrative Agent by the Parent Borrower, the Borrowers shall have the right to request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) in an aggregate amount of up to an amount SEVEN HUNDRED FIFTY MILLION DOLLARS (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000750,000,000); provided that (i) there exists no DefaultDefault has occurred and is continuing, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Parent Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 2.16 shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such Lenders).

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,0002,500,000,000; provided that (i) there exists no DefaultDefault that is continuing, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such 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 such Lenders).