Common use of Increase of Commitments Clause in Contracts

Increase of Commitments. The Borrowers shall have the right to increase the aggregate Commitments by obtaining additional funding commitments either from one or more of the Lenders (it being understood that no Lender shall have, or be deemed to have, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis; provided that (i) the aggregate amount of all such increases hereunder shall not result in the aggregate Commitments exceeding $250,000,000 at any time, (ii) any Person that provides such increase shall be subject to the approval of the Majority Lenders and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed, (iii) any such Person assumes all of the rights and obligations of a “Lender” hereunder on terms substantially similar to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent (acting on the directions of the Majority Lenders) between such Person, the Borrowers and the Administrative Agent and (iv) as a condition precedent to any such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and certifying that, before and after giving effect to such increase, the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

Increase of Commitments. The Subject to the Lenders’ right of first refusal under Section 2.14, the Borrowers shall have the right right, not more than twice between the Closing Date and March 31, 2016, to increase the aggregate Commitments by obtaining additional funding commitments either from one or more of the Lenders (it being understood that no Lender shall have, or be deemed to have, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis; provided that (ix) the aggregate amount of all such increases hereunder shall not result in the aggregate Commitments exceeding $250,000,000 150,000,000 at any time, (iiy) any Person that provides such increase shall be subject to the approval of the Majority Lenders and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed, (iiiz) any such Person assumes all of the rights and obligations of a “Lender” Tranche A Lender hereunder on terms substantially similar to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent (acting on the directions of the Majority Lenders) between such Person, the Borrowers and the Administrative Agent and (iv) as a condition precedent to any such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and certifying that, before and after giving effect to such increase, the representations and warranties contained in this Agreement and the other Loan Documents are true correct and correct not misleading in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true correct and correct not misleading in all material respects as of such earlier date).

Increase of Commitments. The Borrowers shall have Company may from time to time, by notice to the right to increase Agent, request that the aggregate Commitments be increased by obtaining additional funding commitments either from one or more of the Lenders (it being understood an amount that no Lender shall have, or be deemed to have, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis; provided that (i) the aggregate amount of all such increases hereunder shall will not result in the aggregate Commitments exceeding under this Agreement plus the "Commitments" under the Other Credit Agreement to exceed $250,000,000 at 1,000,000,000. Each such notice shall set forth the requested amount of the increase in the Commitments and the date on which such increase is to become effective. The Company shall have the right, but not the obligation, to arrange for one or more commercial banks or other financial institutions (any timesuch bank or other financial institution being called an "Augmenting Bank"), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount up to, but not greater than, the requested increase, provided that each Augmenting Bank, if not already a Bank hereunder (i) shall extend a new Commitment of not less than $10,000,000, (ii) any Person that provides shall execute all such increase documentation as the Agent shall be subject specify to the approval of the Majority Lenders evidence its status as a Bank hereunder and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed, (iii) any such Person assumes all of shall be consented to by the rights Agent. If (and obligations of a “Lender” hereunder on terms substantially similar only if) Banks (including Augmenting Banks) shall have agreed to those contained increase their aggregate Commitments or to extend new Commitments in an aggregate amount not less than $10,000,000 in the Assignment Agreement but otherwise pursuant to an assumption agreement in form aggregate, such increases and substance reasonably satisfactory to the Administrative Agent (acting such new Commitments shall become effective on the directions of date agreed to by the Majority Lenders) between such PersonCompany, the Borrowers Augmenting Banks and the Administrative Agent and Agent. Notwithstanding the foregoing, no increase in the aggregate Commitments (ivor in the Commitment of any Bank) as a condition precedent to any shall become effective under this paragraph unless, on the date of such increase, the Borrowers conditions set forth in Section 4.2 shall deliver be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate of each Obligor signed to that effect dated such date and executed by a Responsible Officer of such Obligor certifying the Company. Upon the effectiveness of any increase pursuant to this Section 2.14 of the aggregate Commitments and attaching any resulting adjustment in the resolutions adopted by such Obligor approving or consenting to such increase, and certifying that, before and after giving effect to such increasePro Rata Share, the representations and warranties contained in this Agreement Banks and the Augmenting Banks will purchase from each other Loan Documents are true and correct in all material respects with sell to each other outstanding Loans sufficient to cause the same effect outstanding Loans of each Bank and Augmenting Bank to equal its Pro Rata Share (as if then made (unless stated to relate solely to an earlier date, in which case such representations so adjusted) of the aggregate outstanding Loans. Such purchase and warranties sale shall be true and correct in all material respects made pursuant to Section 10.7 except that no minimum amount shall be required, no processing fee shall be charged and, if any Bank shall suffer a loss or incur an expense as a result of the effectiveness of such earlier date)purchase or sale being during an Interest Period, the Company shall reimburse such Bank the amount of such loss or expense. Each such Bank shall furnish the Company with a certificate setting forth the basis for determining the amount to be paid to it hereunder.

Increase of Commitments. (a) The Borrowers Borrower shall have the right to increase the aggregate total Commitments from time to time (each such increase, a “Commitment Increase”) upon prior written notice to the Administrative Agent and pursuant to procedures established by the Administrative Agent and acceptable to the Borrower with respect to the reallocation of any outstanding Revolving Loans in connection with any Commitment Increase, by obtaining additional funding commitments either Commitments from one or more of the Lenders Persons to which an assignment could be made pursuant to Section 9.04(b) (it being understood that no Lender shall have, or be deemed to haveeach, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis“Increasing Lender”); provided that (i) the aggregate each Commitment Increase shall be in a principal amount of all such increases hereunder shall not result in the aggregate Commitments exceeding at least $250,000,000 at any time25,000,000, (ii) any Person that provides all such increase Commitment Increases shall be subject to the approval not aggregate in excess of the Majority Lenders and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed$250,000,000, (iii) any no Commitment Increase shall become effective unless, at such Person assumes all of the rights and obligations of a “Lender” hereunder on terms substantially similar to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent time, (acting on the directions of the Majority LendersA) between such Person, the Borrowers and the Administrative Agent and (iv) as a condition precedent to any such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving no Default then exists or consenting to such increase, and certifying that, before and would exist immediately after giving effect to such increasethereto, (B) the representations and warranties contained set forth in this Agreement and in the other Loan Documents are true and correct in all material respects with (and in all respects if already qualified by materiality), except to the same effect as if then made (unless stated extent any such representations or warranties are limited to relate solely to an earlier a specific date, in which case case, such representations and warranties shall be true and correct are accurate in all material respects as of such earlier specific date, and (C) if requested by the Administrative Agent, the Administrative Agent shall have received documents consistent with those delivered pursuant to Section 4.01(b), (c) and/or (e) and (iv) each such Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, each Issuing Bank and the Swingline Lender (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent, the Issuing Banks or the Swingline Lender would be required to effect an assignment under Section 9.04(b). No Lender shall have any obligation to provide any Commitment Increase unless and until it expressly agrees to do so in its sole discretion.

Increase of Commitments. The Borrowers (a) . (a) So long as no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing on the right date of increase, the Borrower may at any time and from time to time, but in no event more than two (2) times in any fiscal year, request an increase of the aggregate Commitments by notice under Section 2.20(a) or (b) to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $25,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $200,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Commitments shall not exceed $500,000,000 without the approval of the Required Lenders. If the Borrower elects to increase the aggregate Commitments by obtaining additional funding commitments either from one or more of increasing the Lenders (it being understood that no Lender shall have, or be deemed to have, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis; provided that (i) the aggregate amount of all such increases hereunder shall not result in the aggregate Commitments exceeding $250,000,000 at any time, (ii) any Person that provides such increase shall be subject to the approval of the Majority Lenders and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed, (iii) any such Person assumes all of the rights and obligations Commitment of a “Lender” hereunder on terms substantially similar to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent (acting on the directions of the Majority Lenders) between such Person, the Borrowers and Borrower, the Administrative Agent and such Lender shall execute an agreement (iv) a “Commitment Increase Agreement”), in substantially the form attached hereto as a condition precedent Exhibit B, whereupon such Lender shall be bound by and entitled to any the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase, the Borrowers . No Lender shall deliver have any obligation whatsoever to agree to increase its Commitment. Each Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent a certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and certifying that, before and after giving effect to such increase, the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects with at the same effect time as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in that of all material respects as of such earlier date)other increasing Lenders.

Increase of Commitments. The Borrowers shall have Company may from time to time, by notice to the right to increase Agent, request that the aggregate Commitments be increased by obtaining additional funding commitments either from one or more of the Lenders (it being understood an amount that no Lender shall have, or be deemed to have, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis; provided that (i) the aggregate amount of all such increases hereunder shall will not result in the aggregate Commitments under this Agreement plus the "Commitments" under the Other Credit Agreement exceeding $250,000,000 at 1,000,000,000. Each such notice shall set forth the requested amount of the increase in the Commitments and the date on which such increase is to become effective. The Company shall have the right, but not the obligation, to arrange for one or more commercial banks or other financial institutions (any timesuch bank or other financial institution being called an "Augmenting Bank"), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount up to, but not greater than, the requested increase, provided that each Augmenting Bank, if not already a Bank hereunder (i) shall extend a new Commitment of not less than $10,000,000, (ii) any Person that provides shall execute all such increase documentation as the Agent shall be subject specify to the approval of the Majority Lenders evidence its status as a Bank hereunder and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed, (iii) any such Person assumes all of shall be consented to by the rights Agent. If (and obligations of a “Lender” hereunder on terms substantially similar only if) Banks (including Augmenting Banks) shall have agreed to those contained increase their aggregate Commitments or to extend new Commitments in an aggregate amount not less than $10,000,000 in the Assignment Agreement but otherwise pursuant to an assumption agreement in form aggregate, such increases and substance reasonably satisfactory to the Administrative Agent (acting such new Commitments shall become effective on the directions of date agreed to by the Majority Lenders) between such PersonCompany, the Borrowers Augmenting Banks and the Administrative Agent and Agent. Notwithstanding the foregoing, no increase in the aggregate Commitments (ivor in the Commitment of any Bank) as a condition precedent to any shall become effective under this paragraph unless, on the date of such increase, the Borrowers conditions set forth in Section 4.2 shall deliver be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate of each Obligor signed to that effect dated such date and executed by a Responsible Officer of such Obligor certifying the Company. Upon the effectiveness of any increase pursuant to this Section 2.14 of the aggregate Commitments and attaching any resulting adjustment in the resolutions adopted by such Obligor approving or consenting to such increase, and certifying that, before and after giving effect to such increasePro Rata Share, the representations and warranties contained in this Agreement Banks and the Augmenting Banks will purchase from each other Loan Documents are true and correct in all material respects with sell to each other outstanding Loans sufficient to cause the same effect outstanding Loans of each Bank and Augmenting Bank to equal its Pro Rata Share (as if then made (unless stated to relate solely to an earlier date, in which case such representations so adjusted) of the aggregate outstanding Loans. Such purchase and warranties sale shall be true and correct in all material respects made pursuant to Section 10.7 except that no minimum amount shall be required, no processing fee shall be charged and, if any Bank shall suffer a loss or incur an expense as a result of the effectiveness of such earlier date)purchase or sale being during an Interest Period, the Company shall reimburse such Bank the amount of such loss or expense. Each such Bank shall furnish the Company with a certificate setting forth the basis for determining the amount to be paid to it hereunder.

Increase of Commitments. The Borrowers shall have At any time and from time to time, the right to increase the aggregate Commitments by obtaining additional funding commitments either from Company may, at its option, arrange for one or more Banks or one or more other financial institutions acceptable to the Agent (an "Increasing Bank") to increase their respective 50 55 Commitments (or, in the case of such other financial institutions, extend new Commitments hereunder) in an aggregate amount not to exceed $13,292,000. Such increase or extension shall be effected by means of one or more agreements or other documents supplemental to this Agreement among the Lenders (it being understood Increasing Banks, the Company and the Agent. In the event that no Lender shall have, or be deemed immediately after giving effect to have, an obligation to provide a portion of any such increase or extension Committed Loans shall then be outstanding, then simultaneously with such increase or extension the Banks (including the Increasing Banks) shall, subject to the terms and conditions of this Agreement, make new Committed Loans in the accordance with their respective Commitments merely by reason of being a party hereto(immediately after giving effect to such increase or extension) or any other commercial bank or financial institution generally engaged as shall be necessary to pay in the business of providing corporate loans on a revolving basis; full such outstanding Committed Loans, provided that (i) the aggregate amount making of all such increases hereunder new Committed Loans and the payment in full of such outstanding Committed Loans shall not result be deemed to have been made simultaneously and shall be effected in a manner reasonably determined by the aggregate Commitments exceeding $250,000,000 at any time, Agent through means of one or more advances and/or payments made directly among the Banks on a netted basis through the Agent and (ii) any Person that provides upon the consummation thereof, the Banks, the Agent and the Company shall make appropriate arrangements so that, if required, new Notes are issued to the Banks. On and as of the effective date of each such increase or extension, each Increasing Bank shall be subject and become a Bank for all purposes of this Agreement (to the approval same extent as any other Bank hereunder) and shall be bound by and entitled to the benefits of the Majority Lenders and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed, (iii) any such Person assumes all of the rights and obligations of a “Lender” hereunder on terms substantially similar to those contained this Agreement in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent (acting on the directions of the Majority Lenders) between such Person, the Borrowers and the Administrative Agent and (iv) same manner as a condition precedent to any such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and certifying that, before and after giving effect to such increase, the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Bank.

Increase of Commitments. The Borrowers Company shall have the right to increase right, without the aggregate Commitments by obtaining additional funding commitments either from one or more consent of the Lenders (it being understood that no Lender shall have, or be deemed to have, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis; provided that (i) the aggregate amount of all such increases hereunder shall not result in the aggregate Commitments exceeding $250,000,000 at any time, (ii) any Person that provides such increase shall be Banks but subject to the approval of the Majority Lenders and the LC Issuer, such Agent (which approval shall not to be unreasonably withheld), conditioned to effectuate from time to time an increase in the total Commitments under this Agreement by adding to this Agreement one or delayedmore Persons that are Eligible Assignees (who shall, (iii) any such Person assumes all upon completion of the rights requirements stated in this Section, constitute "Banks" hereunder), or by allowing one or more Banks to increase their Commitments hereunder, so that such added and obligations of a “Lender” hereunder on terms substantially similar increased Commitments shall equal the increase in Commitments effectuated pursuant to those contained this Section; provided that (a) no increase in Commitments pursuant to this Section shall result in the Assignment Agreement but otherwise total Commitments exceeding $300,000,000 or shall result in the aggregate amount of the increases in the Commitments effectuated pursuant to an assumption agreement this Section since the date of this Agreement being in form excess of the sum of $50,000,000 plus the aggregate amount (but not greater than $50,000,000) of all non-ratable reductions and substance reasonably satisfactory terminations of Commitments effectuated pursuant to Section 2.08; (b) no Bank's Commitment shall be increased without the consent of such Bank; (c) there has occurred and is continuing no Default or Event of Default, and (d) there has been no ratable reduction of Commitments pursuant to Section 2.07. The Company shall deliver or pay, as applicable, to the Administrative Agent (acting on the directions each of the Majority Lendersfollowing items prior to 11:00 a.m. (Houston time) between such Person, the Borrowers and the Administrative Agent and (ivi) as a condition precedent to any such increase, the Borrowers shall deliver three Business Days prior to the Administrative Agent a certificate of each Obligor signed by a Responsible Officer requested effective date of such Obligor certifying and attaching increase in the resolutions adopted by Commitments, if such Obligor approving date is a No Loan Date, or consenting (ii) five Business Days prior to such increase, and certifying that, before and after giving effect to such increase, the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as requested effective date of such earlier date).increase in the Commitments, if such date is not a No Loan Date:

Increase of Commitments. The Borrowers At any time prior to the Termination Date, the Borrower shall have the right to increase the Commitments from time to time in an aggregate Commitments principal amount not to exceed $25,000,000 upon one Business Day prior notice to the Administrative Agent and pursuant to procedures established by obtaining additional funding commitments either from one or the Administrative Agent and acceptable to the Borrower. The Borrower shall request such an increase (each, an “Additional Commitment”) no more than two times during the term of this Agreement and each Additional Commitment shall be in a principal amount of at least $10,000,000. No Additional Commitment shall become effective unless, as of the Lenders (it being understood that no Lender shall havedate of such increase, or be deemed to have, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis; provided that (i) the aggregate amount of all such increases hereunder shall not result applicable conditions precedent in the aggregate Commitments exceeding $250,000,000 at any time, Section 3.2 have been met and (ii) any Person that provides such increase the Borrower is in pro forma compliance with the Financial Performance Covenants. Each bank or other financial institution providing Additional Commitments shall be subject reasonably acceptable to the approval of the Majority Lenders Administrative Agent and the LC Issuer, such approval not to Borrower and shall be unreasonably withheld, conditioned or delayed, (iii) any such Person assumes all of the rights and obligations of a “Lender” hereunder on terms substantially similar for all purposes under this Agreement. No existing Lender shall have any obligation to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent (acting on the directions of the Majority Lenders) between such Person, the Borrowers and the Administrative Agent and (iv) as a condition precedent to provide any such increaseAdditional Commitments unless and until it shall expressly agree under the applicable procedures to do so, the Borrowers at which time such Lender shall deliver be deemed to the Administrative Agent a certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and certifying that, before and after giving effect to such increase, the representations and warranties contained in have made an Additional Commitment. The Lenders agree that this Agreement and the other Loan Documents are true and correct in all material respects may be amended from time to time with the same effect as if then made (unless stated consent of the Administrative Agent and the Borrower to relate solely to an earlier date, reflect such Additional Commitments in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)connection with this Section 2.20.

Increase of Commitments. (a) The Borrowers Borrower shall have the right to increase the aggregate total Commitments from time to time (each such increase, a “Commitment Increase”) upon prior written notice to the Administrative Agent (or other notice acceptable to the Administrative Agent), by obtaining additional funding commitments either Commitments from one or more of the Lenders Persons to which an assignment could be made pursuant to Section 9.04(b) (it being understood that no Lender shall have, or be deemed to haveeach, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis“Increasing Lender”); provided that (i) the aggregate each Commitment Increase shall be in a principal amount of all such increases hereunder shall not result in the aggregate Commitments exceeding at least $250,000,000 at any time25,000,000, (ii) any Person that provides all such increase Commitment Increases shall be subject to the approval not aggregate in excess of the Majority Lenders and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed$500,000,000, (iii) any no Commitment Increase shall become effective unless, at such Person assumes all of the rights and obligations of a “Lender” hereunder on terms substantially similar to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent time, (acting on the directions of the Majority LendersA) between such Person, the Borrowers and the Administrative Agent and (iv) as a condition precedent to any such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving no Default then exists or consenting to such increase, and certifying that, before and would exist immediately after giving effect to such increasethereto, (B) the representations and warranties contained set forth in this Agreement and in the other Loan Documents are true and correct in all material respects with (and in all respects if already qualified by materiality), except to the same effect as if then made (unless stated extent any such representations or warranties are limited to relate solely to an earlier a specific date, in which case case, such representations and or warranties shall be true and correct are accurate in all material respects as of such earlier specific date, and (C) if requested by the Administrative Agent, the Administrative Agent shall have received documents consistent with those delivered pursuant to Section 4.01(b), (c) and/or (d) and (iv) each such Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04(b). No Lender shall have any obligation to provide any Commitment Increase unless and until it expressly agrees to do so in its sole discretion. On the effective date of any Commitment Increase (i) each relevant Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such Commitment Increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any Commitment Increase. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan or BA Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods.

Increase of Commitments. The Borrowers shall have At any time and from time to time, but not more than three times after the right to increase Effective Date, the aggregate Commitments by obtaining additional funding commitments either from Company may, at its option, arrange for one or more Lenders or one or more other financial institutions acceptable to the Administrative Agent (an "Increasing Lender") to increase their respective Commitments (or, in the case of such other financial institutions, extend new Commitments hereunder) in an aggregate amount not to exceed $10,000,000, provided that the Total Commitment shall not exceed $500,000,000. Each such increase shall be in a minimum amount of $10,000,000. Such increase or extension shall be effected by means of one or more agreements or other documents supplemental to this Agreement among the Increasing Lenders, the Company and the Administrative Agent. In the event that immediately after giving effect to such increase or extension Committed Loans shall then be outstanding, then simultaneously with such increase or extension the Lenders (it being understood that no Lender shall haveincluding the Increasing Lenders) shall, or be deemed subject to havethe terms and conditions of this Agreement, an obligation make new Committed Loans in accordance with their respective Commitments (immediately after giving effect to provide a portion of any such increase or extension) as shall be necessary to pay in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis; full such outstanding Committed Loans, provided that (i) the aggregate amount making of all such increases hereunder shall not result new Committed Loans and the payment in the aggregate Commitments exceeding $250,000,000 at any time, (ii) any Person that provides full of such increase outstanding Committed Loans shall be subject deemed to the approval of the Majority Lenders have been made simultaneously and the LC Issuer, such approval not to shall be unreasonably withheld, conditioned or delayed, (iii) any such Person assumes all of the rights and obligations of effected in a “Lender” hereunder on terms substantially similar to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance manner reasonably satisfactory to determined by the Administrative Agent (acting through means of one or more advances and/or payments made directly among the Lenders on the directions of the Majority Lenders) between such Person, the Borrowers and a netted basis through the Administrative Agent and (ivii) as a condition precedent to any such increaseupon the consummation thereof, the Borrowers shall deliver to Lenders, the Administrative Agent a certificate and the Company shall make appropriate arrangements so that, if required, new Notes are issued to the Lenders. On and as of the effective date of each Obligor signed by such increase or extension, each Increasing Lender shall be and become a Responsible Officer Lender for all purposes of such Obligor certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and certifying that, before and after giving effect to such increase, the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects with (to the same effect extent as if then made (unless stated to relate solely to an earlier date, in which case such representations any other Lender hereunder) and warranties shall be true bound by and correct entitled to the benefits of this Agreement in all material respects the same manner as of such earlier date)any other Lender.

Increase of Commitments. (a) The Borrowers Borrower shall have the right to increase the aggregate total Commitments from time to time (each such increase, a “Commitment Increase”) upon prior written notice to the Administrative Agent (or other notice acceptable to the Administrative Agent), by obtaining additional funding commitments either Commitments from one or more of the Lenders Persons to which an assignment could be made pursuant to Section 9.04(b) (it being understood that no Lender shall have, or be deemed to haveeach, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) or any other commercial bank or financial institution generally engaged in the business of providing corporate loans on a revolving basis“Increasing Lender”); provided that (i) the aggregate each Commitment Increase shall be in a principal amount of all such increases hereunder shall not result in the aggregate Commitments exceeding at least $250,000,000 at any time25,000,000, (ii) any Person that provides all such increase Commitment Increases shall be subject to the approval not aggregate in excess of the Majority Lenders and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed$250,000,000, (iii) any no Commitment Increase shall become effective unless, at such Person assumes all of the rights and obligations of a “Lender” hereunder on terms substantially similar to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent time, (acting on the directions of the Majority LendersA) between such Person, the Borrowers and the Administrative Agent and (iv) as a condition precedent to any such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and attaching the resolutions adopted by such Obligor approving no Default then exists or consenting to such increase, and certifying that, before and would exist immediately after giving effect to such increasethereto, (B) the representations and warranties contained set forth in this Agreement and in the other Loan Documents are true and correct in all material respects with (and in all respects if already qualified by materiality), except to the same effect as if then made (unless stated extent any such representations or warranties are limited to relate solely to an earlier a specific date, in which case case, such representations and or warranties shall be true and correct are accurate in all material respects as of such earlier specific date, and (C) if requested by the Administrative Agent, the Administrative Agent shall have received documents consistent with those delivered pursuant to Section 4.01(b), (c) and/or (e) and (iv) each such Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04(b). No Lender shall have any obligation to provide any Commitment Increase unless and until it expressly agrees to do so in its sole discretion. On the effective date of any Commitment Increase (i) each relevant Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such Commitment Increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any Commitment Increase. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods.