Common use of Increased Commitments Clause in Contracts

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right from time to time to request an increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have any obligation to increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance with the definition of Maximum Facility Amount, (iii) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agent.

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right right, at any time after the Closing Date and from time to time prior to request an increase in the Commitments upon not less than date that is thirty (30) days’ days prior to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to the greater of (A) $2,000,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; increase, a “Commitment Increase”), provided that (i) no Lender shall have any obligation hereunder to increase its Commitment, become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender and (ii) each Additional Commitment Lender shall have entered into an agreement in form and substance reasonably satisfactory to Borrower and Administrative Agent pursuant to which such requested increase in the Commitments Additional Commitment Lender shall provide a Commitment (or, if such Additional Commitment Lender is an existing Lender, pursuant to which its Commitment shall be in accordance with increased). Notwithstanding the definition of Maximum Facility Amountforegoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless: (iiia) the Borrower shall have given Administrative Agent shall have consented to notice of any such increase, increase at least five (iv5) the applicable Structuring Fee payment has been paid by the Borrower Business Days prior to the Administrative Agent and relevant effective date of such Commitment Increase; (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (Bb) no Unmatured Event of Default or Event of Default shall have occurred and then be continuingcontinuing on such effective date; and (c) each of the representations and provided further that (i) any increase warranties of Borrower in the Commitments which Financing Documents is accomplished by increasing the Commitment of any Lender or Lenders who are at the time true and correct in all material respects on and as of such increase party date (or, if stated to this Agreement (have been made solely as of an earlier date, as of such earlier date), except for those representations and warranties that are qualified by materiality, which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished true and correct in all respects (after giving effect to any qualification therein) on and as follows: of such date (Aor, if stated to have been made solely as of an earlier date, as of such earlier date). Each notice under clause (a) this Agreement will above shall be amended deemed to constitute a representation and warranty by Xxxxxxxx, Administrative Agent and those Lender(sBorrower as to the matters specified in clauses (b) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (Cc) the Advances Outstanding will be reallocated on above. On the effective date of such increase among Lenders each Commitment Increase, Administrative Agent may, in accordance consultation with their revised Pro Rata Shares (Borrower, take any and Lenders agree to make all payments and adjustments actions as may be reasonably necessary to ensure that, after giving effect to such Additional Commitment Lender’s Commitment Increase, the reallocationpercentage of the aggregate Loans held by each Lender (including each such Additional Commitment Lender) and will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment (iiwhich may be accomplished, at the discretion of Administrative Agent following consultation with Xxxxxxxx, (x) any increase in by requiring the Commitments which is accomplished by outstanding Loans to be prepaid with the addition proceeds of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayedLoan, (By) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent causing non-increasing Lenders to assign portions of any other their outstanding Loans to Additional Commitment Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (iiz) above, the Administrative Agent shall have the right (with the consent by a combination of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agentforegoing).

Increased Commitments. So long as (A) From time to time (but not more than two (2) times in a fiscal year), the Debtor may, upon at least 15 Business Days’ prior notice to the Agent (which shall promptly provide a copy of such notice to the Lenders), propose to increase the amount of the Revolver Commitments, in minimum increments of $25,000,000, (the amount of any such increase, the “Increased Commitments”); it being understood that in no Unmatured Event event shall the aggregate increase in the Revolver Commitments hereunder exceed $100,000,000 at any time. Each Lender at such time shall have the right (but not the obligation), for a period of 15 days following receipt of such notice, to elect by notice to the Debtor and the Agent to increase its Revolver Commitment. Any Lender not responding within 15 days of receipt of such notice shall be deemed to have declined to increase its Revolver Commitment. (B) If Increased Commitments by Lenders pursuant to subsection (A) of this part (ix) do not equal or exceed the requested Increased Commitments, the Debtor may, within ten (10) days of the Lenders’ response, designate one or more lenders that are not party to this Agreement (an “Additional Lender”), to become a party to this Agreement with a Revolver Commitment of not less than $5,000,000. The sum of the increases in the Revolver Commitments of the existing Lenders pursuant to this part (ix) plus the Revolver Commitments of the Additional Lenders shall not in the aggregate exceed the Increased Commitments. (C) Any increase in the Revolver Commitments pursuant to this part (ix) shall be subject to satisfaction of the following conditions: a. before and after giving effect to such increase, all representations and warranties contained in Section 10 shall be true; b. at the time of such increase, no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right continuing or would result from time to time to request an increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have any obligation to increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance with the definition of Maximum Facility Amount, (iii) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately ; and c. after giving effect to such increase, the aggregate amount of all Revolver Commitments hereunder shall not exceed $300,000,000. (AD) Borrower is An increase in compliance in all material respects with all the aggregate amount of the terms, provisions, covenants and conditions contained in Revolver Commitments pursuant to this Agreement and part (ix) shall become effective upon the other Transaction Documents and (B) no Unmatured Event receipt by the Agent of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents an agreement in form and substance satisfactory to Administrative Agentthe Agent signed by the Debtor, (B) Administrative Agent will deliver an updated Annex A by each Additional Lender and by each other Lender whose Commitment is to Borrower and each Lender reflecting be increased, setting forth the revised new Revolver Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and (C) to be bound by all the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (terms and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and provisions hereof, (ii) any increase in such evidence of appropriate corporate authorization on the part of the Debtor with respect to the Increased Commitments and such opinions of counsel for the Debtor with respect to the Increased Commitments as the Agent may reasonably request, which is accomplished by may include documents consistent with those delivered on the addition Closing Date as to the corporate power and authority of a new Lender under this Agreement shall be accomplished as follows: the Debtor to borrow hereunder and (Aiii) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (with the consent evidence of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles satisfaction of the parties. In connection with any increase conditions set forth in Commitments, subpart (ix)(D) above as the Borrower shall deliver certifications, reaffirmations, opinions and other documents Agent may reasonably requested by the Administrative Agentrequest.

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right from time to time to request an increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have any obligation to increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance with a minimum principal amount of $10,000,000 or any larger integral multiple of $1,000,000, (iii) at no time shall the definition of Commitments exceed the Maximum Facility Amount, (iiiiv) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent increase and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by XxxxxxxxBorrower, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the AmericasActive:18709990.5 Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agent.

Increased Commitments. (A) So long as (x) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, continuing and (y) Agent has received an amendment to the Borrower shall have Intercreditor Agreement and Term Loan Agreement increasing the right from time to time to request an increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have any obligation to increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance with the definition of Maximum Facility Amount, (iii) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid aggregate dollar commitments permitted hereunder by the Borrower to the Administrative Agent and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all amount of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and Additional Commitment (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance lettersdefined below) in form and substance satisfactory to Administrative Agent, then at any time prior to the Termination Date on one or more occasions up to a maximum of three occasions, Borrowers may propose to increase the Total Facility by $10,000,000 or an integral multiple thereof, but in an aggregate amount not to exceed $50,000,000, in accordance with and pursuant to this Section 1.2(j). (B) Such proposal (an “Increased Commitment Proposal”) may be delivered by Borrower Representative to Agent and Lenders and, subject to paragraph (C) Administrative below, to Eligible Assignees approved by Borrowers, in each case, with the prior written consent of Agent, and shall set forth the amount of proposed increase of the Commitments (the “Additional Commitment”). (C) The Increased Commitment Proposal shall be offered on a first priority basis to Lenders, who may accept, but are not obligated to accept, based on their respective “Pro Rata Shares” of the Commitments. If the total amount of the Additional Commitment is not accepted by Lenders based on their respective Pro Rata Shares, then Lenders may accept, but are not obligated to accept, the remaining portions of the Additional Commitment on a non-pro rata basis. To the extent that Lenders do not accept any portion of the Additional Commitment, the Increased Commitment Proposal may be offered to Eligible Assignees approved by Agent. Agent will deliver an updated Annex A shall have discretion to Borrower adjust the allocation of the Additional Commitment between and each Lender reflecting among Lenders that accept the revised Commitments of each Lender Increased Commitment Proposal and Eligible Assignees that accept the Increased Commitment Proposal. (D) Borrowers, the Advances Outstanding will Lenders accepting such Increased Commitment Proposal and the Eligible Assignees accepting such Increased Commitment Proposal shall have entered into an agreement (an “Increased Commitment Agreement”) in form and substance reasonably satisfactory to Agent pursuant to which, among other things, (1) Lenders and Eligible Assignees party thereto shall have accepted the Increased Commitment Proposal, (2) the Eligible Assignees shall have agreed to be reallocated on bound by this Agreement and shall have made the representations and warranties required of an assignee of Loans and Commitments under Section 11.2, (3) the terms of the Increased Commitment Proposal and the terms required by this Section 1.2(j) shall have been incorporated into this Agreement (which incorporation shall constitute an amendment of this Agreement and shall not require the consent of Required Lenders (so long as such Increased Commitment Agreement is limited to implementing the Increased Commitment Proposal and provisions reasonably related thereto as reasonably determined by Agent), (4) the Borrowers shall have consented to the terms of the Increased Commitment Agreement, and (5) Borrowers shall have issued to each Lender that requests the same a new Revolving Note in an amount equal to the Commitment of such Lender (after giving effect to the increase of such Lender’s Commitment). (E) On the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses under this Section 1.2(j), (i) or (x) all necessary Revolving Loans shall be made under the Additional Commitment and (y) a portion of those increased fundings shall be applied to the Revolving Loan held by Lenders whose percentage share of the outstanding Revolving Loan exceeds their respective Pro Rata Shares of the Commitment (after giving effect to such increase in the Commitment), in each case, so that the percentage share of the outstanding Revolving Loan held by each Lender equals its Pro Rata Share of the Commitment, and (ii) abovethe percentage interest of each Lender in each participation in each undrawn Letter of Credit (whether then outstanding or thereafter issued) shall equal its percentage interest in the Commitment (after giving effect to such increase in the Commitment). From and after that date, the Administrative Agent each Revolving Loan shall have the right (be made in accordance with the consent Commitments after giving effect to such increase in the Commitment, and each repayment of a Revolving Loan shall be applied in accordance with the BorrowerCommitments after giving effect to such increase in the Commitments. (F) All Revolving Loans made pursuant to award titlesthe Additional Commitment shall constitute Revolving Loans, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may shall constitute Obligations, shall be determined secured pari passu by the Administrative Agent Collateral and shall be repaid in accordance with the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles terms of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agentthis Agreement.

Increased Commitments. So long as At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to the Administrative Agent and each of the Lenders under the Facility), request to effect one or more increases in the Revolving Commitments of the Facility (or, solely to the extent set forth in Section 2.18(d) below, provide commitments under a new Facility constituting a FILO Tranche) (an “Incremental Commitment”) from one or more Additional Lenders; provided that (A) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (i) no Unmatured Event of Default or Event of Default shall have occurred and then be continuingcontinuing (except in connection with a Permitted Acquisition or any other Investment not prohibited by the terms of this Agreement, the Borrower which shall have the right from time be subject to time to request an increase in the Commitments upon not less than thirty no continuing Event of Default under clauses (30a), (b), (h) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender of Section 7.01) or shall have any obligation to increase its Commitment, result therefrom and (ii) each such requested increase in the Commitments representations and warranties set forth Article III hereof shall be in accordance with the definition of Maximum Facility Amount, (iii) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent true and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance correct in all material respects (except in connection with all a Permitted Acquisition or any other Investment not prohibited by the terms of this Agreement, which, if and only to the termsextent required by the Lenders providing such Incremental Commitment, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is subject to customary “SunGard” or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent“certain funds” conditionality), (B) Administrative Agent will deliver an updated Annex A to the arrangement, upfront or similar fees in respect of such Incremental Commitment and the extensions of credit thereunder shall be determined by the Borrower and each Lender reflecting the revised Commitments of each Lender applicable Additional Lenders, and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders except as set forth in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, clause (B) this Agreement will above or, with respect to any FILO Tranche under Section 2.18(d) below, any Incremental Commitment shall be amended by Borrower, Administrative Agent on the same terms and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents the same documentation applicable to the existing Revolving Commitments under the Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Commitments incurred after the Amendment No. 12 Effective Date shall not exceed $300250,000,000. Each Incremental Commitment shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to unless the Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or otherwise agree); provided that such other titles as amount may be determined by less than $5,000,000 if such amount represents all the Administrative Agent and remaining availability under the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles aggregate principal amount of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative AgentIncremental Commitments set forth above.

Increased Commitments. So long At any time following the completion of the syndication of the Facilities (as reasonably determined by the Administrative Agent), the Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Credit Commitments (any such increase, the "INCREASED COMMITMENTS"), by an amount not in excess of $100,000,000 in the aggregate or a lesser amount in integral multiples of $10,000,000 (any such incremental facility the "INCREASED REVOLVING CREDIT FACILITY"). Each notice shall (A) specify the date (an "INCREASED AMOUNT DATE") on which the Borrower proposes that the Increased Commitments be made available, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent, and (B) offer each Revolving Credit Lender the right to increase its Revolving Credit Commitment on a pro rata basis. The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Credit Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an "INCREASING REVOLVING CREDIT LENDER") to whom the Increased Commitments have been allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Increased Commitments may elect or decline, in its sole discretion, to provide an Increased Commitment; provided further that (1) no Unmatured Event of Default or Event of Default shall have occurred exist on such Increased Amount Date before or after giving effect to such Increased Commitments and then be continuing, the Borrower shall have the right from time to time to request an increase in the Commitments upon not less than thirty Loans and (302) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have any obligation to increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance with the definition of Maximum Facility Amount, (iii) if the Administrative Agent shall have consented Xxxxx Respiratory - Revolving Credit Agreement so request, such increase shall be evidenced by one or more joinder agreements executed and delivered to such increaseAdministrative Agent by each Increasing Revolving Credit Lender, (iv) the applicable Structuring Fee payment has been paid by the Borrower each of which shall be reasonably satisfactory to the Administrative Agent and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (Brequirements set forth in Section 2.12(e) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will shall be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase recorded in the Register. The interest rates applicable to any Increased Commitments accomplished pursuant to clauses (i) or (ii) above, shall be the Administrative Agent shall have same as the right (with rate then in effect for the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in existing Revolving Credit Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agent.

Increased Commitments. So long (a) The Borrower may by written notice to the Administrative Agent (who shall promptly notify each of the Lenders) elect to request the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”) by an amount not in excess of $150,000,000 in the aggregate and not less than $75,000,000 individually. The new Commitments may be of an existing or a new Class of Term Loans. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Lender and each New Lender (which New Lender shall be reasonably acceptable to the Administrative Agent) to whom the Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment. (b) Each Incremental Term Loan Commitment shall become effective, as of such Increase Effective Date; provided that: (i) each of the conditions set forth in subsection 6.2 shall be satisfied; (ii) no Unmatured Event of Default or Event of Default shall have occurred and then be continuingcontinuing or would result from the borrowings to be made on the Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Consolidated Indebtedness resulting from the consummation of any acquisition or disposition permitted by this Agreement concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to subsection 7.2(b), the Borrower shall have the right from time to time to request an increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have any obligation to increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance compliance with each of the definition covenants set forth in subsection 8.1 by a margin between the then applicable covenant and the Borrower’s pro forma performance of Maximum Facility Amount, (iii) at least 0.25 on such date and for the Administrative Agent shall have consented to such increase, most recent determination period; and (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, or cause to be delivered any legal opinions and or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (c) Certain terms and provisions of Term Loans made pursuant to Incremental Term Loan Commitments (“Incremental Term Loans”) shall be as follows: (i) amortization payments shall be no more than ratable with the amortization payments under any existing tranche of the Term Loans, and the Incremental Term Loans shall otherwise be no more than pari passu with the existing Term Loans with respect to mandatory prepayments and other payment rights; (ii) the maturity date of Incremental Term Loans shall not be earlier than the maturity of any other Class of Term Loans outstanding under this Agreement; and (iii) the applicable margins for the Incremental Term Loans shall be determined by the Borrower and the New Lenders; provided, however, that the applicable margins for the Incremental Term Loans shall not be greater than the Applicable Margin payable with respect to Term C Loans plus 25 basis points. Each Incremental Term Loan Commitment shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to give effect to the provisions of this subsection 2.9. (d) On any Increase Effective Date on which new Commitments for Incremental Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such Incremental Term Loan Commitment shall make an Incremental Term Loan to the Borrower in an amount equal to its Incremental Term Loan Commitment. (e) The Loans and Commitments established pursuant to this subsection 2.9 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantee of the Borrower’s Obligations under the Guarantee and Collateral Agreement and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Security Documents continue to be perfected under the New York UCC (as defined in the Guarantee and Collateral Agreement) or otherwise after giving effect to the establishment of any such Class of Term Loans or any such new Commitments.

Increased Commitments. So long 8.1 NEW PARALLEL INVESTORS AND INCREASED COMMITMENTS BY PARALLEL INVESTORS In the event that: (a) a Person (other than a Successor Affiliate Fund) is approved by the Main Fund GP as no Unmatured Event of Default or Event of Default shall have occurred a Parallel Investor by executing and then be continuing, the Borrower shall have the right from time to time to request delivering an Assumption Agreement; or (b) there is an increase in the Commitments upon not less than thirty Commitment of a Parallel Investor (30) days’ (including as a consequence of a new Limited Partner being accepted by the Main Fund or such shorter period as is acceptable the QLP Fund and committing to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have make capital contributions in cash or any obligation existing Limited Partner in the QLP Fund or the Main Fund agreeing to increase the amount of its Commitmentcash capital contributions, other than by virtue of a transaction described in Article 7) (iisuch new Parallel Investor or Parallel Investor which has increased its Commitment being referred to in this Section 8.1 as the "NEW PARALLEL INVESTOR"), on the date of the closing of such transaction: (c) each such requested increase in all Portfolio Securities then held by the Commitments Parallel Investors hereunder and held by NBF pursuant to NBF's Backstop Commitment shall be in accordance with transferred among the definition of Maximum Facility AmountParallel Investors, (iii) NBF and the Administrative Agent shall have consented to New Parallel Investor such increasethat, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increasetransfers, each of the Parallel Investors, NBF and the New Parallel Investor shall hold that portion of such Portfolio Securities that it would have held as at such date if all of the Commitments of the Parallel Investors (including the New Parallel Investor) had been made on the date hereof and NBF had purchased the number of Portfolio Securities required to be purchased by it pursuant to NBF's Backstop Commitment from time to time after the date hereof; (d) the New Parallel Investor shall be treated as having been a Parallel Investor and its Commitment or increased Commitment shall be treated as having been made as of the date hereof for all purposes; (e) the New Parallel Investor shall be responsible for its (additional) Pro Rata Share of all Acquisition Costs, Parallel Investor Expenses and Organizational Expenses paid hereunder and all Portfolio Company Guarantees from and after the date hereof to and including such date of the closing of such transaction; (f) the New Parallel Investor shall pay: (i) to each of the other Parallel Investors (other than the Affiliate Funds) its Pro Rata Share of: (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and aggregate amount required to be paid pursuant to Section 8.1(e); and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are an additional amount calculated at the time Base Rate (determined as of the date of the closing of such increase party transaction) plus 2% per annum on the amount required to this Agreement be paid pursuant to Section 8.1(e) (which Lender or Lenders shall consent not be treated as part of the New Parallel Investor's Commitment); and (ii) to such increase in their sole and absolute discretion) shall be accomplished as follows: the Main Fund GP, NBF and/or the Affiliate Funds, an amount equal to the Affiliate Funds' Pro Rata Share of: (A) this Agreement will the aggregate amount required to be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders paid pursuant to amendment documents in form and substance satisfactory to Administrative Agent, Section 8.1(e); and (B) Administrative Agent will deliver an updated Annex A additional amount calculated at the Base Rate (determined as of the date of the closing of such transaction) plus 2% per annum on the amount required to Borrower and each Lender reflecting be paid pursuant to Section 8.1(e) (which shall not be treated as part of the revised Commitments of each Lender and New Parallel Investor's Commitment); as follows: (C) the Advances Outstanding will Main Fund GP shall be reallocated on paid its proportionate share of such amounts in respect of payments of the effective Affiliate Funds' Pro Rata Share of Parallel Investor Expenses and Organizational Expenses made by it hereunder (to the extent that the Main Fund GP has not previously received distributions from any Affiliate Fund in respect of such payments); (D) NBF shall be paid its proportionate share of such amounts in respect of payments of Acquisition Costs, Parallel Investor Expenses and Organizational Expenses made by it pursuant to NBF's Backstop Commitment (to the extent that NBF has not previously received reimbursements thereof pursuant to Section 4.4 or 4.5); and (E) the Affiliate Funds shall be paid the balance of such amounts, if any; and (g) the Parallel Investors (including the New Parallel Investor) shall account to each other and pay to each other any other amounts to the extent necessary in order to give effect to this Article 8. For the purposes of Sections 8.1(f)(ii)(C) and (D), a party's proportionate share of the amounts referred to therein shall be equal to a fraction (expressed in percentage terms) determined by dividing: (I) the amount paid by it pursuant to Sections 3.1(b), 3.3, 4.1, 4.2, 4.4 and 4.5, as applicable, in respect of Acquisition Costs, Parallel Investor Expenses and Organizational Expenses from and after the date hereof to and including such date of the closing of the applicable transaction (other than Acquisition Costs, Parallel Investor Expenses and Organizational Expenses in respect of which it has previously received any distributions from any Affiliate Fund or reimbursements pursuant to Section 4.4 or 4.5), by (II) the amounts referred to in clause (I) above paid by NBF and the Initial Affiliate Fund GP, the QLP GP and/or the Main Fund GP, without duplication. 8.2 EXCEPTION RESPECTING PARALLEL INVESTORS REDUCED COMMITMENTS It is acknowledged and agreed that in the event that the Commitment of a Parallel Investor is reduced pursuant to Section 7.3 in connection with a QLP Fund Commitment and a Main Fund Commitment, made by it after the date hereof, Sections 8.1(e) and (f) shall not apply with respect to that portion of the increase in the QLP Fund's or the Main Fund's Pro Rata Share resulting from the increase in the QLP Fund's Commitment or the Main Fund's Commitment, as applicable, arising as a result of such Parallel Investor's QLP Fund Commitment or Main Fund Commitment. 8.3 ALLOCATION OF PAYMENT AMONG THE AFFILIATE FUNDS Any amounts payable to the Affiliate Funds pursuant to this Article 8 shall be allocated among them on a proportionate basis, based upon the aggregate amount of Acquisition Costs, Parallel Investor Expenses and Organizational Expenses paid by each of the Affiliate Funds, (including amounts paid by it pursuant to Section 4.4 or 4.5). 8.4 SUNSET RE NEW PARALLEL INVESTORS AND INCREASED COMMITMENT BY PARALLEL INVESTORS It is acknowledged and agreed that after June 30, 2003 the Main Fund GP shall not approve any Person (other than a Successor Affiliate Fund) as a Parallel Investor and no Parallel Investor shall be entitled to increase among Lenders its Commitment (other than in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocationArticle 7). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agent.

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right right, at any time after the Closing Date and from time to time prior to request an increase in the Commitments upon not less than date that is thirty (30) days’ days prior to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to from and after the Trigger Point, the greater of (A) $1,500,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; increase, a “Commitment Increase”), provided that (i) no Lender shall have any obligation hereunder to increase its Commitment, become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender and (ii) each Additional Commitment Lender shall have entered into an agreement in form and substance reasonably satisfactory to Borrower and Administrative Agent pursuant to which such requested increase in the Commitments Additional Commitment Lender shall provide a Commitment (or, if such Additional Commitment Lender is an existing Lender, pursuant to which its Commitment shall be in accordance with increased). Notwithstanding the definition of Maximum Facility Amountforegoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless: (iiia) the Borrower shall have given Administrative Agent shall have consented to notice of any such increase, increase at least five (iv5) the applicable Structuring Fee payment has been paid by the Borrower Business Days prior to the Administrative Agent and relevant effective date of such Commitment Increase; (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (Bb) no Unmatured Event of Default or Event of Default shall have occurred and then be continuingcontinuing on such effective date; (c) if the Trigger Point has occurred, both immediately before and immediately after such Commitment Increase, Borrower shall be in compliance with the Springing Financial Covenant; and (d) as of such date, each of the representations and provided further that (i) any increase warranties of Borrower in the Commitments which Financing Documents is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase true and correct in their sole and absolute discretion) shall be accomplished as follows: all material respects, except for (A) this Agreement will those representations and warranties that are qualified by materiality, which shall be amended by Xxxxxxxxtrue and correct in all respects, Administrative Agent on and those Lender(sas of such date as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A the representations and warranties that are not deemed repeated. Each notice under clause (a) above shall be deemed to constitute a representation and warranty by Borrower and each Lender reflecting as to the revised Commitments of each Lender matters specified in clauses (b), (c) and (Cd) the Advances Outstanding will be reallocated on above. On the effective date of such increase among Lenders each Commitment Increase, Administrative Agent may, in accordance consultation with their revised Pro Rata Shares (Borrower, take any and Lenders agree to make all payments and adjustments actions as may be reasonably necessary to ensure that, after giving effect to such Additional Commitment Lender’s Commitment Increase, the reallocationpercentage of the aggregate Loans held by each Lender (including each such Additional Commitment Lender) and will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment (iiwhich may be accomplished, at the discretion of Administrative Agent following consultation with Borrower, (x) any increase in by requiring the Commitments which is accomplished by outstanding Loans to be prepaid with the addition proceeds of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayedLoan, (By) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent causing non-increasing Lenders to assign portions of any other their outstanding Loans to Additional Commitment Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (iiz) above, the Administrative Agent shall have the right (with the consent by a combination of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agentforegoing).

Increased Commitments. So long as (a) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to the Administrative Agent and each of the Lenders under the Facility), request to effect one or more increases in the Revolving Commitments of the Facility (or, solely to the extent set forth in Section 2.18(d) below, provide commitments under a new Facility constituting a FILO Tranche) (an “Incremental Commitment”) from one or more Additional Lenders; provided that (A) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (i) no Unmatured Event of Default or Event of Default shall have occurred and then be continuingcontinuing (except in connection with a Permitted Acquisition or any other Investment not prohibited by the terms of this Agreement, which shall be subject to no continuing Event of Default under clauses (a), (b), (h) or (i) of Section 7.01) or shall result therefrom and (ii) the representations and warranties set forth Article III hereof shall be true and correct in all material respects (except in connection with a Permitted Acquisition or any other Investment not prohibited by the terms of this Agreement, which, if and only to the extent required by the Lenders providing such Incremental Commitment, shall be subject to customary “SunGard” or “certain funds” conditionality), (B) the arrangement, upfront or similar fees in respect of such Incremental Commitment and the extensions of credit thereunder shall be determined by the Borrower and the applicable Additional Lenders, and (C) except as set forth in clause (B) above or, with respect to any FILO Tranche under Section 2.18(d) below, any Incremental Commitment shall be on the same terms and pursuant to the same documentation applicable to the existing Revolving Commitments under the Facility. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Commitments incurred after the Amendment No. 1 Effective Date shall not exceed $100,000,000300,000,000 . Each Incremental Commitment shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (unless the Borrower shall have and the right from time to time to request an increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative AgentAgent otherwise agree); provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Commitments set forth above. (i) Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the relevant Incremental Commitments. (ii) Any Incremental Commitments shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents executed by the Borrower, such applicable Additional Lenders and the Administrative Agent. Incremental Commitments shall be provided by Additional Lenders (including any Existing Lender (it being understood that no existing Lender shall have any obligation right to increase its Commitmentparticipate in any Incremental Commitments or, unless it agrees, be obligated to provide any Incremental Commitments)); provided that each Additional Lender (iiother than any Person that is a Lender) shall be subject to the written consent of the Administrative Agent, each Issuing Bank, the Swingline Lender and the Borrower (such requested increase approval in each case not to be unreasonably withheld or delayed). An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to (x) effect the provisions of this Section and/or (y) so long as such amendments are not, in the reasonable opinion of the Administrative Agent, materially adverse to the Lenders, maintain the “fungibility” of any such Incremental Commitments with any tranche of then outstanding Loans and or Commitments hereunder. (c) Any Revolving Loan made pursuant to an Incremental Commitment shall be in accordance with the definition a “Loan” for all purposes of Maximum Facility Amount, (iii) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents Loan Documents. (d) Any Incremental Commitment may be in the form of a separate “first-in, last-out” or “last-out” tranche (the “FILO Tranche”) with interest rate margins, rate floors, upfront fees, funding discounts and original issue discounts and advance rates, in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Rate or other Loans) among the Borrower and the Additional Lenders providing the FILO Tranche so long as (1) any loans and related obligations in respect of the FILO Tranche are not be guaranteed by any Person other than the Guarantors and are not secured by any assets other than Collateral; (2) as between (x) the Revolving Loans (other than the FILO Tranche) and other Loan Document Obligations, the Noticed Cash Management Obligations and the Noticed Xxxxxx and (By) the FILO Tranche, all proceeds from the liquidation or other realization of the Collateral or application of funds under Section 7.02 shall be applied, first to obligations owing under, or with respect to, the Revolving Loans (other than the FILO Tranche) and other Loan Document Obligations, the Noticed Cash Management Obligations and the Noticed Xxxxxx, and second to the FILO Tranche; (3) the Borrower may not prepay Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans (including Swingline Loans) and/or amounts owed in respect of LC Disbursements (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) are outstanding; (4) the Required Lenders shall, subject to the terms of the ABL Intercreditor Agreement, exercise control of remedies in respect of the Collateral; (5) no Unmatured Event changes affecting the priority status of Default or Event the Revolving Loans (other than the FILO Tranche) and other Loan Document Obligations, the Noticed Cash Management Obligations and the Noticed Xxxxxx vis-à-vis the FILO Tranche may be made without the consent of Default shall have occurred and then be continuing; and provided further that each of the Revolving Lenders (iother than the Revolving Lenders under FILO Tranche), (6) any increase in the Commitments which is accomplished by increasing the Commitment final maturity of any Lender or Lenders who are FILO Tranche shall not occur, and no FILO Tranche shall require mandatory commitment reductions prior to, the Latest Maturity Date at such time and (7) except as otherwise set forth in this Section 2.18(d), the time terms of any such increase party to this Agreement FILO Tranche (which Lender or Lenders shall consent to such increase in their sole and absolute discretionother than advance rates that do not exceed 95%) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) reasonably acceptable to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agent. (e) Notwithstanding anything to the contrary, this Section 2.18 shall supersede any provisions in Section 2.16 or Section 9.02 to the contrary.

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right from time to time to request an increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have any obligation to increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance with a minimum principal amount of $10,000,000 or any larger integral multiple of $1,000,000, (iii) at no time shall the definition of Commitments exceed the Maximum Facility Amount, (iiiiv) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent increase and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by XxxxxxxxBorrower, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (in consultation with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the BorrowerAgent, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agent.

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right from time to time to request an increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have any obligation to increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance with a minimum principal amount of $15,000,000 or any larger integral multiple of $1,000,000, (iii) at no time shall the definition of Commitments exceed the Maximum Facility Amount, (iii) the Administrative Agent shall have consented to such increase, and (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that such proposed increase has been authorized by proper corporate proceedings and immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by XxxxxxxxBorrower, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (in consultation with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the BorrowerAgent, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agent.

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right from time to time to request an increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender shall have any obligation to increase its Commitment, (ii) each such requested increase in the Commitments shall be in accordance with a minimum principal amount of $10,000,000 or any larger integral multiple of $1,000,000, (iii) at no time shall the definition of Commitments exceed the Maximum Facility Amount, (iiiiv) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent increase and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by XxxxxxxxBorrower, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders AmericasActive:18709990.5 in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (in consultation with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the BorrowerAgent, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agent.

Increased Commitments. So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the right right, at any time after the Closing Date and from time to time prior to request an increase in the Commitments upon not less than date that is thirty (30) days’ days prior to the Commitment Termination Date, to increase the aggregate Commitments hereunder up to a maximum aggregate amount equal to the greater of (A) $2,000,000,000 and (B) 5.0% of Consolidated Net Tangible Assets (measured as of the last day of the most recent fiscal period for which internal consolidated financial statements of Borrower and its Subsidiaries are available), by causing one or more Additional Commitment Lenders (which may include any existing Lender, provided that no existing Lender shall be obligated to increase its Commitment) to provide a (or, in the case of an existing Lender, to increase its) Commitment (each such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; increase, a “Commitment Increase”), provided that (i) no Lender shall have any obligation hereunder to increase its Commitment, become an Additional Commitment Lender and any election to do so shall be in the sole discretion of each Lender and (ii) each Additional Commitment Lender shall have entered into an agreement in form and substance reasonably satisfactory to Borrower and Administrative Agent pursuant to which such requested increase in the Commitments Additional Commitment Lender shall provide a Commitment (or, if such Additional Commitment Lender is an existing Lender, pursuant to which its Commitment shall be in accordance with increased). Notwithstanding the definition of Maximum Facility Amountforegoing, no Commitment Increase pursuant to this Section 2.21 shall be effective unless: (iiia) the Borrower shall have given Administrative Agent shall have consented to notice of any such increase, increase at least five (iv5) the applicable Structuring Fee payment has been paid by the Borrower Business Days prior to the Administrative Agent and relevant effective date of such Commitment Increase; (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (Bb) no Unmatured Event of Default or Event of Default shall have occurred and then be continuingcontinuing on such effective date; and (c) each of the representations and provided further that (i) any increase warranties of Borrower in the Commitments which Financing Documents is accomplished by increasing the Commitment of any Lender or Lenders who are at the time true and correct in all material respects on and as of such increase party date (or, if stated to this Agreement (have been made solely as of an earlier date, as of such earlier date), except for those representations and warranties that are qualified by materiality, which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished true and correct in all respects (after giving effect to any qualification therein) on and as follows: of such date (Aor, if stated to have been made solely as of an earlier date, as of such earlier date). Each notice under clause (a) this Agreement will above shall be amended deemed to constitute a representation and warranty by Xxxxxxxx, Administrative Agent and those Lender(sBorrower as to the matters specified in clauses (b) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (Cc) the Advances Outstanding will be reallocated on above. On the effective date of such increase among Lenders each Commitment Increase, Administrative Agent may, in accordance consultation with their revised Pro Rata Shares (Borrower, take any and Lenders agree to make all payments and adjustments actions as may be reasonably necessary to ensure that, after giving effect to such Additional Commitment Lender’s Commitment Increase, the reallocationpercentage of the aggregate Loans held by each Lender (including each such Additional Commitment Lender) and will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment (iiwhich may be accomplished, at the discretion of Administrative Agent following consultation with Borrower, (x) any increase in by requiring the Commitments which is accomplished by outstanding Loans to be prepaid with the addition proceeds of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayedLoan, (By) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent causing non-increasing Lenders to assign portions of any other their outstanding Loans to Additional Commitment Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (iiz) above, the Administrative Agent shall have the right (with the consent by a combination of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agentforegoing).

Increased Commitments. (A) So long as no Unmatured Event of Default or Event of Default shall have occurred and then be continuing, at any time prior to the Closing Date and on one or more occasions up to a maximum of four occasions, Borrower may propose to increase the Total Facility by $5,000,000 or an integral multiple thereof, but in an aggregate amount not to exceed $20,000,000, in accordance with and pursuant to this Section 1.2(j). (B) Such proposal (an “Increased Commitment Proposal”) may be delivered by Borrower to Agent and Lenders and, subject to paragraph (C) below, to Eligible Assignees approved by Borrower, in each case, with the prior written consent of Agent, and shall set forth the amount of proposed increase of the Commitments (the “Additional Commitment”). (C) The Increased Commitment Proposal shall be offered on a first priority basis to Lenders, who may accept, but are not obligated to accept, based on their respective “Pro Rata Shares” of the Commitments. If the total amount of the Additional Commitment is not accepted by Lenders based on their respective Pro Rata Shares, then Lenders may accept, but are not obligated to accept, the remaining portions of the Additional Commitment on a non-pro rata basis. To the extent that Lenders do not accept any portion of the Additional Commitment, the Increased Commitment Proposal may be offered to Eligible Assignees approved by Agent. Agent shall have discretion to adjust the allocation of the Additional Commitment between and among Lenders that accept the Increased Commitment Proposal and Eligible Assignees that accept the Increased Commitment Proposal. (D) Borrower, the Lenders accepting such Increased Commitment Proposal and the Eligible Assignees accepting such Increased Commitment Proposal shall have entered into an agreement (an “Increased Commitment Agreement”) in form and substance reasonably satisfactory to Agent pursuant to which, among other things, (1) Lenders and Eligible Assignees party thereto shall have accepted the Increased Commitment Proposal, (2) the Eligible Assignees shall have agreed to be bound by this Agreement and shall have made the representations and warranties required of an assignee of Loans and Commitments under Section 11.2, (3) the terms of the Increased Commitment Proposal and the terms required by this Section 1.2(j) shall have been incorporated into this Agreement (which incorporation shall constitute an amendment of this Agreement and shall not require the consent of Required Lenders (so long as such Increased Commitment Agreement is limited to implementing the Increased Commitment Proposal and provisions reasonably related thereto as reasonably determined by Agent), (4) the Borrower shall have consented to the right from time terms of the Increased Commitment Agreement, and (5) Borrower shall have issued to time each Lender that requests the same a new Revolving Note in an amount equal to request an the Commitment of such Lender (after giving effect to the increase of such Lender’s Commitment). (E) On the effective date of any increase in the Commitments upon not less than thirty (30) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that under this Section 1.2(j), (i) no Lender shall have any obligation to increase its Commitment, (iix) each such requested increase in the Commitments all necessary Revolving Loans shall be in accordance with made under the definition Additional Commitment and (y) a portion of Maximum Facility Amount, (iii) the Administrative Agent those increased fundings shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower be applied to the Administrative Agent and Revolving Loan held by Lenders whose percentage share of the outstanding Revolving Loan exceeds their respective Pro Rata Shares of the Commitment (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished Commitment), in each case, so that the percentage share of the outstanding Revolving Loan held by increasing each Lender equals its Pro Rata Share of the Commitment, and (ii) the percentage interest of each Lender in each participation in each undrawn Letter of Credit (whether then outstanding or thereafter issued) shall equal its percentage interest in the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent after giving effect to such increase in their sole the Commitment). From and absolute discretion) after that date, each Revolving Loan shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders made in accordance with their revised Pro Rata Shares (and Lenders agree the Commitments after giving effect to make all payments and adjustments necessary to effect the reallocation) and (ii) any such increase in the Commitments which is accomplished by the addition Commitment, and each repayment of a new Lender under this Agreement Revolving Loan shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender applied in accordance with their revised Pro Rata Shares (and Lenders agree the Commitments after giving effect to make all payments and adjustments necessary to effect the reallocation). In connection with any such increase in the Commitments accomplished Commitments. (F) All Revolving Loans made pursuant to clauses (i) or (ii) abovethe Additional Commitment shall constitute Revolving Loans, shall constitute Obligations, shall be secured pari passu by the Administrative Agent Collateral and shall have the right (be repaid in accordance with the consent terms of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agentthis Agreement.

Increased Commitments. So long as (a) At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make available to the Administrative Agent and each of the Lenders under the Facility), request to effect one or more increases in the Revolving Commitments of the Facility (or, solely to the extent set forth in Section 2.18(d) below, provide commitments under a new Facility constituting a FILO Tranche) (an “Incremental Commitment”) from one or more Additional Lenders; provided that (A) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (i) no Unmatured Event of Default or Event of Default shall have occurred and then be continuingcontinuing (except in connection with a Permitted Acquisition or any other Investment not prohibited by the terms of this Agreement, the Borrower which shall have the right from time be subject to time to request an increase in the Commitments upon not less than thirty no continuing Event of Default under clauses (30a), (b), (h) days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice to Administrative Agent; provided that (i) no Lender of Section 7.01) or shall have any obligation to increase its Commitment, result therefrom and (ii) each such requested increase in the Commitments representations and warranties set forth Article III hereof shall be in accordance with the definition of Maximum Facility Amount, (iii) the Administrative Agent shall have consented to such increase, (iv) the applicable Structuring Fee payment has been paid by the Borrower to the Administrative Agent true and (v) contemporaneously with requesting each such increase, the Borrower shall certify to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance correct in all material respects (except in connection with all a Permitted Acquisition or any other Investment not prohibited by the terms of this Agreement, which, if and only to the termsextent required by the Lenders providing such Incremental Commitment, provisions, covenants and conditions contained in this Agreement and the other Transaction Documents and (B) no Unmatured Event of Default or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is subject to customary “SunGard” or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent“certain funds” conditionality), (B) Administrative Agent will deliver an updated Annex A to the arrangement, upfront or similar fees in respect of such Incremental Commitment and the extensions of credit thereunder shall be determined by the Borrower and each Lender reflecting the revised Commitments of each Lender applicable Additional Lenders, and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders except as set forth in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, clause (B) this Agreement will be amended by Borrowerabove or, Administrative Agent and such new Lender (but without with respect to any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (with the consent of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agent.FILO Tranche under

Increased Commitments. So long (a) After the Closing Date and subject to any Revolving Commitment reductions provided for in this Agreement, Borrowers may by written notice to Administrative Agent elect to request prior to the Revolving Commitment Termination Date an increase to the existing Revolving Commitments (such increase, the “Additional Revolving Commitments”), in an amount per increase of at least five million Dollars ($5,000,000) and no more than thirty five million Dollars ($35,000,000) in the aggregate. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrowers propose that the Additional Revolving Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Lenders and (B) subject to Section 2.21(b), the identity of each Lender or other Person that is an Eligible Additional Lender (each, an “Additional Lender”, as applicable) to whom Borrowers propose any portion of such Additional Revolving Commitments, as applicable, be allocated and the amounts of such allocations (and whether any such Additional Lender or its Affiliates will become an Issuing Bank and, if so, the amount of each such Additional Lender’s or its Affiliates’ Lender Sublimit); provided that any existing Lender approached to provide all or a portion of the Additional Revolving Commitments, as applicable, may elect or decline, in its sole discretion, to provide such commitment. (b) Such Additional Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Additional Revolving Commitments, as applicable; (2) no default or event of default shall exist under the Project Financing Documents on such Increased Amount Date before or after giving effect to such Additional Revolving Commitments, as applicable, (3) the representations and warranties set forth in the Credit Documents shall be true and correct as of such Increased Amount Date (or, to the extent any such representation or warranty is expressly stated to have occurred been made as of a specific date, as of such specific date), (4) both before and then after giving effect to the making of any Additional Revolving Loan, each of the conditions set forth in Section 3.2 shall be continuing, satisfied (to the Borrower shall extent not covered in this Section 2.21); (5) the Additional Revolving Commitments will have substantially identical terms and conditions under this Agreement as the right from time to time to request Revolving Commitments (it being anticipated that Additional Revolving Commitments will be documented as an increase of the Revolving Commitments); (6) after giving effect to any request for Additional Revolving Commitments, as applicable, Borrowers shall be in compliance on a pro forma basis (taking into account any additional Borrower Debt and Borrower Cash Flow) with the covenants set forth in Section 6.7; (7) the Additional Revolving Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the relevant Additional Lender, each Credit Party and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Sections 2.17(e) and (g); (8) Borrowers shall make any payments required pursuant to Section 2.15(c) in connection with the Additional Revolving Commitments, as applicable; (9) the Additional Revolving Commitments upon not less than thirty shall rank pari passu in right of payment and of security with the Revolving Commitments; (3010) daysthe Project Waivers shall be amended to include each Additional Lender in the proviso of subclause (a) of Section 4 therein and (11) Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, it being acknowledged and agreed that such legal opinions or other documents (including consents, waivers or amendments reasonably requested by the Administrative Agent (acting at the direction of the Required Lenders) for purposes of ensuring that the Lenders’ ability to exercise remedies with respect to any Subsidiary acquired or contributed to the Collateral is consistent with those available to the Lenders with respect to the Credit Parties and the Restricted Operating Company Subsidiaries as of the Closing Date under the Transaction Documents) will be reasonably similar in scope to the legal opinions and documents delivered hereunder on the Closing Date. (c) In addition to satisfying the conditions precedent set forth in Section 2.21(b), Additional Revolving Commitments shall only be made available concurrently with or such shorter period after the acquisition or contribution of additional Subsidiaries that are contributed to Borrowers as is acceptable new Restricted Operating Company Subsidiaries that own wind farms in construction or operation (subject to satisfaction of the criteria set out in the definition of “Permitted Wind Farm Investments” and delivery of an updated financial model delivered to Administrative Agent) prior written notice to Agent reflecting credit metrics and incurrence tests on a forward looking basis consistent with the Base Case Model (as determined by Administrative Agent, to its reasonable satisfaction); provided that the updated model assumptions shall only be modified to reflect historical results, permanent reduction in Revolving Commitments due to mandatory prepayment, if any, projected additional Borrower Cash Flows from new Restricted Operating Company Subsidiaries and the Additional Revolving Commitment). Each such contributed Subsidiary shall be designated by the Lenders as either a “Large Restricted Operating Company Subsidiary”, “Medium Restricted Operating Company Subsidiary” or “Small Restricted Operating Company Subsidiary”. (d) Prior to offering any Person other than the Lenders the opportunity to participate in any Additional Revolving Commitment, Borrowers shall offer the existing Lenders the opportunity to provide any such Additional Revolving Commitment consistent with their Pro Rata Share and each such Lender shall have five (5) Business Days to determine whether it wishes to participate in such Additional Revolving Commitment. (e) On any Increased Amount Date on which Additional Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) no Lender (A) each of the Lenders shall have any obligation assign to increase its Commitmenteach of the Additional Lenders, and each of the Additional Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date proportionate to their respective Pro Rata Shares as provided in Section 2.3, and (B) each of the Lenders shall assign to each of the Additional Lenders, such interests in the unused Revolving Commitments on such Increased Amount Date, such that, in the case of clauses (A) and (B), after giving effect to all such assignments and purchases, such Revolving Loans and unused Revolving Commitments will be held by the existing Lenders and Additional Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Additional Revolving Commitments to the Revolving Commitments, (ii) each such requested increase in the Commitments Additional Revolving Commitment shall be in accordance with the definition of Maximum Facility Amountdeemed for all purposes a Revolving Commitment and each Revolving Loan made thereunder (an “Additional Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (iii) each Additional Lender shall become a Lender with respect to the Additional Revolving Commitment and all matters relating thereto. (f) Administrative Agent shall have consented to such increase, notify Lenders promptly upon receipt of Borrowers’ notice of each Increased Amount Date and in respect thereof (ivi) the applicable Structuring Fee payment has been paid by Additional Revolving Commitments and Additional Lenders, and (ii) in the Borrower case of each notice to any Lender, the respective interests in such Lender’s Revolving Loans, in each case subject to the Administrative Agent and assignments contemplated by this Section 2.21. -80- CREDIT AGREEMENT (vPATTERN REVOLVER) contemporaneously with requesting each (g) Each Joinder Agreement may, without consent of any other Lenders, effect such increase, the Borrower shall certify amendments to Administrative Agent in writing that immediately before and immediately after giving effect to such increase, (A) Borrower is in compliance in all material respects with all of the terms, provisions, covenants and conditions contained in this Agreement and the other Transaction Credit Documents and (B) no Unmatured Event of Default as may be necessary or Event of Default shall have occurred and then be continuing; and provided further that (i) any increase appropriate, in the Commitments which is accomplished by increasing the Commitment of any Lender or Lenders who are at the time of such increase party to this Agreement (which Lender or Lenders shall consent to such increase in their sole and absolute discretion) shall be accomplished as follows: (A) this Agreement will be amended by Xxxxxxxx, Administrative Agent and those Lender(s) whose Commitment(s) is or are being increased (but without any requirement that the consent of any other Lenders be obtained) to reflect the revised Commitments of each of Lenders pursuant to amendment documents in form and substance satisfactory to Administrative Agent, (B) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (C) the Advances Outstanding will be reallocated on the effective date of such increase among Lenders in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation) and (ii) any increase in the Commitments which is accomplished by the addition of a new Lender under this Agreement shall be accomplished as follows: (A) such new Lender shall be subject to the consent opinion of Administrative Agent, the Collateral Agent and Borrower, which consents shall not be unreasonably withheld or delayed, (B) this Agreement will be amended by Borrower, Administrative Agent and such new Lender (but without any requirement that the consent of any other Lenders be obtained) to reflect the addition of such new Lender as a Lender under this Agreement pursuant to amendment documents or joinder documents (in each case, including, without limitation, reliance letters) in form and substance satisfactory to Administrative Agent, (C) Administrative Agent will deliver an updated Annex A to Borrower and each Lender reflecting the revised Commitments of each Lender and (D) the Advances Outstanding will be reallocated on the effective date of such addition of a new Lender in accordance with their revised Pro Rata Shares (and Lenders agree to make all payments and adjustments necessary to effect the reallocation). In connection with any increase in the Commitments accomplished pursuant to clauses (i) or (ii) above, the Administrative Agent shall have the right (with the consent provision of the Borrower) to award titles, including “Joint Lead Arranger,” “Arranger,” “Participant” or such other titles as may be determined by the Administrative Agent and the Borrower, to one or more other Lenders; provided that, upon awarding such title, the Administrative Agent will deliver an updated cover page to the Borrower and each Lender reflecting the revised titles of the parties. In connection with any increase in Commitments, the Borrower shall deliver certifications, reaffirmations, opinions and other documents reasonably requested by the Administrative Agentthis Section 2.21.