Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. Borrower Agent may request an increase in Commitments from time to time upon notice to Administrative Agent, as long as the requested increase is in a minimum amount of $50,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with any increased Commitment. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative Agent may allocate, in its discretion, the increased Commitments among committing Lenders. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent may request an increase in Commitments from time to time upon not less than five (5) Business Days’ notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 10,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees , except for a closing fee specified by Borrower, (b) total increases under this Section do not exceed $100,000,000, and (c) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Intercreditor Agreement, any Permitted Junior Debt agreement or any Permitted Refinancing Debt agreement in connection with any increased Commitmentrespect of a Refinancing of Permitted Junior Debt. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty ten (2010) Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any No Lender is obligated to provide any increase, and any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing LendersLenders and Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Borrower, provided the conditions set forth in Section 6.2 are satisfied at such time. Agent, but no later than forty-five (45) days following Borrowers’ increase request. Administrative Agent, BorrowersBorrower, and the new and existing Lenders shall execute and deliver such documents documents, amendments and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers Commitments and Obligors shall pay all agreed-upon any fees and transaction expenses associated incurred in connection therewith in accordance with each increase in Commitments pursuant to this Section 2.5the terms hereof. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon not less than 10 Business Days’ (or such shorter period as may be acceptable to Agent) notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 5,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with , except for a closing fee specified by Borrowers, (b) total increases under this Section do not exceed $50,000,000 and no more than five increases are made and (c) the requested increase does not cause the aggregate Commitments to exceed 90% of any increased Commitmentapplicable cap under the Intercreditor Agreement. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) days following Borrowers’ increase requestprovided the conditions set forth in Section 6.2 are satisfied at such time. Administrative Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon notice to Administrative AgentAgent by, at its election, adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder that are reasonably satisfactory to Administrative Agent (not to be unreasonably withheld, delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) the requested increase is in a minimum amount of $50,000,000 10,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees , except for a closing fee specified by Borrowers, (b) increases under this Section do not exceed $50,000,000 in connection with any increased Commitment. Administrative Agent may accept or reject any Borrower Agent request for an increase the aggregate and no more than three (3) increases are made, (c) no reduction in Commitments in its sole and absolute discretion. If Administrative Agent is willing pursuant to increase the Commitments, Administrative Agent shall promptly notify Lenders of Section 2.1.4 has occurred prior to the requested increase and, within twenty and (20d) Business Days thereafter, each Lender shall notify Administrative Agent if the requested increase does not cause the Commitments to exceed 95% of any applicable cap under the Secured Notes Indenture. The Borrowers and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. the Administrative Agent may allocate, in its their discretion, the increased Commitments among committing LendersLenders and any Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon not less than 30 days’ notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 10,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with any increased Commitment, except for a closing fee specified by Borrowers and (b) total increases under this Section do not exceed $50,000,000 and no more than 5 increases are made. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent; provided, but no later than forty-five that (45i) days following Borrowers’ increase requestthe conditions set forth in Section 6.2 are satisfied at such time; and (ii) to the extent Collateral includes any Real Estate, flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Administrative Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon not less than 15 Business Days’ (or such shorter period as may be acceptable to Agent) notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 5,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with any increased Commitment, except for a closing fee specified by Borrowers and (b) total increases under this Section do not exceed $25,000,000 and no more than 5 increases are made. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitmentincrease. Any Lender not responding within 10 days after such period notification of its agreement to provide any portion of such increase shall be deemed to have declined an to provide such increase. Administrative Agent To the extent the existing Lenders don’t provide the requested increase, additional Commitments may allocate, in its discretion, be provided by any Eligible Assignees; provided that no Lender shall be obligated to provide any portion of the requested increased Commitments among committing LendersCommitment. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) days following Borrowers’ increase requestprovided the conditions set forth in Section 6.2 are satisfied at such time. Administrative Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of Commitments. Borrowers agree that as a condition to the effectiveness of any increase in Commitments, Borrowers, Agent and Lenders shall enter into such Commitmentsamendment as reasonably requested by Agent to amend the definitions of Trigger Period, Financial Covenant Trigger Period and Payment Conditions and any other provision in this Agreement reflecting an Availability threshold to increase such Availability threshold proportionally to take into account an increased Commitment.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon not less than 10 Business Days’ notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 5,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with , except for a closing fee specified by Borrowers, (b) total increases under this Section do not exceed $75,000,000 and no more than five increases are made, and (c) the requested increase does not cause the Commitments to exceed 90% of any increased Commitmentapplicable cap under any intercreditor or subordination agreement (including the Intercreditor Agreement). Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) five Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any No Lender is obligated to provide any increase, and any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Xxxxxxx fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretionconsultation with Borrowers, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersXxxxxxx and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five provided (45i) days following Borrowers’ increase requestthe conditions set forth in Section 6.2 are satisfied at such time and (ii) flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Administrative Agent, BorrowersObligors, and the new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably deems appropriate to evidence the increase in and allocations of Commitments. Borrowers Commitments and Obligors shall pay all agreedany reasonable and documented out-upon of-pocket fees and transaction expenses associated with each increase incurred in Commitments pursuant to this Section 2.5connection therewith. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon not less than 30 days’ (or such shorter period as may be acceptable to Agent) notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 5,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with any increased Commitment, except for a closing fee specified by Borrowers and (b) total increases under this Section do not exceed $20,000,000 and no more than 3 increases are made. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five provided (45i) days following Borrowers’ increase requestthe conditions set forth in Section 6.2 are satisfied at such time; and (ii) to the extent Collateral includes any Real Estate, flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Administrative Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Subject to Section 2.1.8(b)(vii), Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 10,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees , except for any closing fee to which Borrowers agree, (b) increases under this Section do not exceed $250,000,000 in connection with any increased Commitment. Administrative Agent may accept or reject any Borrower Agent request for an increase the aggregate, (c) no reduction in Commitments in its sole pursuant to Section 2.1.4 has occurred prior to the requested increase, and absolute discretion(d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, in consultation with Borrowers, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon not less than 30 days’ notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 5,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with any increased Commitment, except for a closing fee specified by Borrowers and (b) total increases under this Section do not exceed $25,000,000 and no more than 3 increases are made. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five provided (45i) days following Borrowers’ increase requestthe conditions set forth in Section 6.2 are satisfied at such time; and (ii) to the extent Collateral includes any Real Estate, flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Administrative Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.. 2.2

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon not less than 30 days’ notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 5,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with any increased Commitment, except for a closing fee specified by Borrowers, and (b) total increases under this Section do not exceed $50,000,000 and no more than 3 increases are made. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Borrower Agent (in consultation with Agent) may allocate, in its discretion, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) days following Borrowers’ increase request. Administrative provided the conditions set forth in Section 6.2 are satisfied at such time Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent reasonably deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 5,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees , except for a closing fee agreed to by Borrowers for the requested increase, (b) increases under this Section do not exceed $15,000,000 in connection with any increased Commitmentthe aggregate and no more than three (3) increases are made, and (c) no Default or Event of Default has occurred and is continuing or would result from the requested increase. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans Loans, LC Obligations and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Subject to Section 2.1.8(b)(vii), Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 10,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees , except for any closing fee to which Borrowers agree, (b) increases under this Section do not exceed $250,000,000 in connection with any increased Commitment. Administrative Agent may accept or reject any Borrower Agent request for an increase the aggregate, (c) no reduction in Commitments in its sole pursuant to Section 2.1.4 has occurred prior to the requested increase, and absolute discretion(d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, in consultation with Borrowers, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) 45 days following Borrowers’ ' increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans Loans, LC Obligations and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ ' adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 10,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees , except for any closing fee to which Borrowers agree, (b) increases under this Section do not exceed $150,000,000 in connection with any increased Commitment. Administrative Agent may accept or reject any Borrower Agent request for an increase the aggregate, (c) no reduction in Commitments in its sole pursuant to Section 2.1.4 has occurred prior to the requested increase, and absolute discretion(d) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, in consultation with Borrowers, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans Loans, LC Obligations and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower A. Upon written notice to Administrative Agent (who shall promptly notify Lenders), Company may request an increase in the Total Pro Rata Commitments from time up to time upon notice to Administrative Agent, as long as the requested increase is in a minimum amount an aggregate of $50,000,000 and is offered 350,000,000 to take effect (i) on the same terms Initial Interest Period Termination Date or (ii) on any Proposed Extension Effective Date (as existing Commitments; provided that Administrative Agent defined in subsection 2.1E). Company may, after giving such notice, offer the increase (which may impose additional fees in connection with be declined by any increased Commitment. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments Lender in its sole discretion) in the Total Pro Rata Commitments on either a ratable basis to Lenders or on a non PRO RATA basis to one or more Lenders and/or to other Eligible Assignees. No increase in the Total Pro Rata Commitments shall become effective until the existing or new Lenders extending such incremental Pro Rata Commitment amount and absolute discretion. If Company shall have delivered to Administrative Agent is willing a document in form reasonably satisfactory to increase the Commitments, Administrative Agent pursuant to which any such existing Lender states the amount of its Pro Rata Commitment increase, any such new Lender states its Pro Rata Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and Company accepts such incremental Pro Rata Commitments. Lenders (new or existing) shall promptly notify Lenders of the requested increase andaccept an assignment from existing Lenders, within twenty (20) Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative Agent may allocate, in its discretion, the increased Commitments among committing Lenders. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver make an assignment to new or existing Lenders accepting a new or increased Pro Rata Commitment, of an interest in each then outstanding Pro Rata Loan such documents and agreements as Administrative Agent deems appropriate that, after giving effect thereto, all Pro Rata Loans are held ratably by Lenders in proportion to evidence the increase in and allocations of their respective Pro Rata Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments Assignments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans and other exposures under the Commitments preceding sentence shall be reallocated among Lenders, made in exchange for the principal amount assigned plus accrued and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsunpaid interest and fees.

Increase in Commitments. Borrower Agent may request an increase in Commitments from time to time upon not less than ten (10) days’ notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 5,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with , except for a closing fee specified by Borrower, (b) total increases under this Section do not exceed $15,000,000 and no more than two (2) increases are -38- DM3\8972795.2 made, and (c) the requested increase does not cause the Commitments to exceed 90% of any increased Commitmentapplicable cap under any Senior Notes Documents. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty two (202) Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lxxxxxx fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total The aggregate Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLxxxxxx and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Borrower; provided that (i) the conditions set forth in Section 6.2 are satisfied at such time and (ii) if applicable, flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner reasonably satisfactory to all Lenders. Agent, but no later than forty-five (45) days following Borrowers’ increase request. Administrative Agent, BorrowersBorrower, and the new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an any such increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers at any time may request an increase in Commitments from time equal to time $5,000,000, upon notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with any increased Commitment. Administrative Agent may accept or reject any Borrower Agent , except for a closing fee specified by Borrowers, (b) only one request for an increase may be made, and (c) no reduction in Commitments in its sole and absolute discretionpursuant to Section 2.1.4 has occurred prior to the requested increase. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits elects to commit to increase its Commitment (and, for the avoidance of doubt, no Lender shall be required to increase its Commitment). Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) 45 days following Borrowers’ increase request. Administrative Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans Revolver Loans, LC Obligations and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.

Increase in Commitments. Borrower Agent Borrowers may request an increase in Commitments from time to time upon not less than 30 days’ notice to Administrative Agent, as long as (a) the requested increase is in a minimum amount of $50,000,000 25,000,000 (or such lesser amount available to increase the Commitments pursuant to clause (b) below) and is offered on the same terms as existing Commitments; provided that Administrative Agent may impose additional fees in connection with any increased Commitment, except for a closing fee specified by Borrowers and (b) total increases under this Section do not exceed $100,000,000 and no more than 4 increases are made. Administrative Agent may accept or reject any Borrower Agent request for an increase in Commitments in its sole and absolute discretion. If Administrative Agent is willing to increase the Commitments, Administrative Agent shall promptly notify Lenders of the requested increase and, within twenty (20) 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. Administrative If Lenders fail to commit to the full requested increase, Eligible Assignees may provide additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing LendersLenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 6.2 or 6.3, as applicable, are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by LendersLenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than forty-five (45) days following Borrowers’ increase requestprovided the conditions set forth in Section 6.2 are satisfied at such time. Administrative Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as Administrative Agent deems appropriate to evidence the increase in and allocations of Commitments. Borrowers shall pay all agreed-upon fees and transaction expenses associated with each increase in Commitments pursuant to this Section 2.5. On the effective date of an increase, all outstanding Loans the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by Administrative Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.