Common use of Increases of the Revolver Commitments Clause in Contracts

Increases of the Revolver Commitments. The Borrowers may at any time or from time to time after the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Upsize Incremental Commitments shall not exceed (x) $750,000,000 after the Fourth Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) the Borrowers shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Agent. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental Commitments.

Increases of the Revolver Commitments. The Borrowers may at any time or from time to time after the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Upsize Incremental Commitments shall not exceed (x) $750,000,000 after the Fourth Amendment Effective Date 400,000,000 less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) the Borrowers shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Agent. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental Commitments.

Increases of the Revolver Commitments. The Borrowers Borrower may request in writing at any time or from time to time after that the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an then effective aggregate principal amount that is not less than of Revolver Commitments be increased by a minimum amount of $10,000,00050,000,000, or an increment of $10,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of the Upsize Incremental increase in Revolver Commitments pursuant to this Section 2.1.4(d) shall not exceed (x) $750,000,000 after the Fourth Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time200,000,000; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on have occurred and be continuing or shall occur as a result of such increase in Revolver Commitments; (iii) prior to the date of such increase, each Lender shall have received written notice from Agent of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as aggregate principal amount of such earlier dateincrease; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) Borrower shall, and shall cause the Borrowers shall have delivered all customary agreementsGuarantors to, certificates, opinions execute and deliver such documents and instruments and take such other customary documents actions as may be reasonably requested by Agent in connection with such increase and (v) such increase in the AgentRevolver Commitment shall be subject to successful syndication thereof. Any request under this Section 2.1.4(d) shall be submitted by Borrower to Agent (and Agent shall forward copies to Lenders), specify the proposed effective date, whether the Tranche A Revolver Commitment and/or Tranche B Revolver Commitment is being increased and the amount of each such increase, and be accompanied by an officer’s certificate of Borrower stating that no Default or Event of Default exists or will occur as a result of such increase(s). Borrower may also specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental increase the aggregate principal amount of its Revolver Commitments. Only the consent of each Increasing Lender and Agent shall be required for an increase in the aggregate principal amount of the Revolver Commitments pursuant to this Section 2.1.4(d). No Lender that elects not to increase the principal amount of its Revolver Commitment may be replaced in respect of its existing Revolver Commitment as a result thereof without such Lender’s consent.

Increases of the Revolver Commitments. The Borrowers Borrower may request in writing at any time or from time to time after that the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an then effective aggregate principal amount that is not less than of Revolver Commitments be increased by a minimum amount of $10,000,00050,000,000, or an increment of $10,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of the Upsize Incremental increase in Revolver Commitments pursuant to this Section 2.1.4(d) shall not exceed (x) $750,000,000 after the Fourth Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time150,000,000; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on have occurred and be continuing or shall occur as a result of such increase in Revolver Commitments; (iii) prior to the date of such increase, each Lender shall have received written notice from Agent of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as aggregate principal amount of such earlier dateincrease; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) Borrower shall, and shall cause the Borrowers shall have delivered all customary agreementsGuarantors to, certificates, opinions execute and deliver such documents and instruments and take such other customary documents actions as may be reasonably requested by Agent in connection with such increase and (v) such increase in the AgentRevolver Commitment shall be subject to successful syndication thereof. Any request under this Section 2.1.4(d) shall be submitted by Borrower to Agent (and Agent shall forward copies to Lenders), specify the proposed effective date and amount of such increase and be accompanied by an officer’s certificate of Borrower stating that no Default or Event of Default exists or will occur as a result of such increase. Borrower may also specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolver Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolver Commitment. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental Commitmentsincrease the aggregate principal amount of its Revolver Commitment. Only the consent of each Increasing Lender and Agent shall be required for an increase in the aggregate principal amount of Revolver Commitments pursuant to this Section 2.1.4(d). No Lender that elects not to increase the principal amount of its Revolver Commitment may be replaced in respect of its existing Revolver Commitment as a result thereof without such Lender’s consent.

Increases of the Revolver Commitments. The Borrowers Borrower may request in writing at any time or from time to time after that the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an then effective aggregate principal amount that is not less than of Revolver Commitments be increased by a minimum amount of $10,000,00050,000,000, or an increment of $10,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of the Upsize Incremental increase in Revolver Commitments pursuant to this Section 2.1.4(d) shall not exceed (x) $750,000,000 after the Fourth Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time300,000,000; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on have occurred and be continuing or shall occur as a result of such increase in Revolver Commitments; (iii) prior to the date of such increase, each Lender shall have received written notice from Agent of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as aggregate principal amount of such earlier dateincrease; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) Borrower shall, and shall cause the Borrowers shall have delivered all customary agreementsGuarantors to, certificates, opinions execute and deliver such documents and instruments and take such other customary documents actions as may be reasonably requested by Agent in connection with such increase and (v) such increase in the AgentRevolver Commitment shall be subject to successful syndication thereof. Any request under this Section 2.1.4(d) shall be submitted by Borrower to Agent (and Agent shall forward copies to Lenders), specify the proposed effective date and amount of such increase and be accompanied by an officer’s certificate of Borrower stating that no Default or Event of Default exists or will occur as a result of such increase. Borrower may also specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolver Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolver Commitment. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental Commitments.increase the aggregate principal amount of its Revolver Commitment. Only the consent of each Increasing Lender and Agent shall be required for an increase in the aggregate principal amount of Revolver Commitments pursuant to this Section 2.1.4(d). No Lender that elects not to increase the principal amount of its Revolver Commitment may be replaced in respect of its existing Revolver Commitment as a result thereof without such Lender’s consent. Each Lender that desires to increase its Revolver Commitment (each a “Responding Lender”) shall as soon as practicable specify the amount of the proposed increase which it is willing to

Increases of the Revolver Commitments. The Borrowers may at any time or from time to time after the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Upsize Incremental Commitments shall not exceed (x) $750,000,000 400,000,000500,000,000 after the Fourth Second Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) the Borrowers shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Agent. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental Commitments.

Increases of the Revolver Commitments. The Borrowers may at any time or from time to time after the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Upsize Incremental Commitments shall not exceed (x) $750,000,000 1,000,000,000750,000,000 after the Fourth ThirdFourth Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) the Borrowers shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Agent. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental Commitments.

Increases of the Revolver Commitments. The Borrowers Borrower may request in writing at any time or from time to time after that the Closing Date, then effective aggregate principal amount of Revolver Commitments be increased by notice from a minimum amount of (x) in the Parent to case of an increase in the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each Commitments, $25,000,000, or an “Upsize Incremental Commitment” and all increment of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in excess thereof and (y) in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter case of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such an increase in the Letter Tranche B Revolver Commitments, $1,000,000, or an increment of Credit Sublimit shall be $500,000 in excess thereof; provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary hereinthat, in each case, (i) the aggregate principal amount of the Upsize Incremental increase in Revolver Commitments pursuant to this Section 2.1.4(d) shall not exceed (x) $750,000,000 after the Fourth Amendment Effective Date 400,000,000 less the aggregate principal amount of all Foreign Subsidiary Incremental Revolver Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time2.1.4(e); provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on have occurred and be continuing or shall occur as a result of such increase in Revolver Commitments; (iii) prior to the date of such increase, each Lender shall have received written notice from Agent of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as aggregate principal amount of such earlier dateincrease; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) Borrower shall, and shall cause the Borrowers shall have delivered all customary agreementsGuarantors to, certificates, opinions execute and deliver such documents and instruments and take such other customary documents actions as may be reasonably requested by Agent in connection with such increase and (v) such increase in the AgentRevolver Commitment shall be subject to successful syndication thereof. Any request under this Section 2.1.4(d) shall be submitted by Borrower to Agent (and Agent shall forward copies to Lenders), specify the proposed effective date, whether the Tranche A Revolver Commitment and/or Tranche B Revolver Commitment is being increased and the amount of each such increase, and be accompanied by an officer’s certificate of Borrower stating that no Default or Event of Default exists or will occur as a result of such increase(s). Borrower may also specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable. No Lender shall have any obligation, express or implied, to offer to provide increase the aggregate principal amount of its Revolver Commitments. Only the consent of each Increasing Lender and Agent shall be required for an increase in the aggregate principal amount of the Revolver Commitments pursuant to this Section 2.1.4(d). Any Lender that elects not to increase the principal amount of its Revolver Commitment may not be replaced in respect of its existing Revolver Commitment as a result thereof without such Lender’s consent. Each Lender that desires to increase its Revolver Commitment (each a “Responding Lender”), shall as soon as practicable specify whether such increase is of its Tranche A Revolver Commitment and/or its Tranche B Revolver Commitment and the amount of each such proposed increase which it is willing to assume. If the total amount that Responding Lenders are willing to increase their Tranche A Revolver Commitments exceeds the amount of the requested increase of Tranche A Revolver Commitments, Agent shall allocate the proposed increase of the Tranche A Revolver Commitments among the Responding Lenders ratably in proportion to the amount that each Responding Lender specified that it was willing to assume. If the total amount that Responding Lenders are willing to increase their Tranche B Revolver Commitments exceeds the amount of the requested increase of Tranche B Revolver Commitments, Agent shall allocate the proposed increase of Tranche B Revolver Commitments among the Responding Lenders ratably in proportion to the amount that each Responding Lender specified that it was willing to assume. If the total amount that the Responding Lenders are willing to increase their Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable, is less than the amount of the proposed increase of the Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable, in either case Borrower may designate new lenders who qualify as Eligible Assignees and who are reasonably acceptable to Agent as additional Tranche A Revolver Lenders and/or Tranche B Revolver Lenders, as applicable, hereunder in accordance with this Section 2.1.4(d) (each such new lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the aggregate principal amount of the Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable. With respect to any Upsize Incremental increase of the Tranche B Revolver Commitment (the amount of each such increase, the “Tranche B Increase Amount”), if on the date of effectiveness of such increase the outstanding principal amount of Tranche A Revolver Loans (the “Tranche A Outstanding Amount”) is greater than zero, then, on such date, Borrower shall be deemed to have made a Borrowing of Tranche B Revolver Loans in an amount equal to the lesser of the Tranche B Increase Amount and the Tranche A Outstanding Amount and Agent shall immediately apply all proceeds of such Borrowing to repay the Tranche A Revolver Loans. Each New Lender designated by Borrower and reasonably acceptable to Agent shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the aggregate principal amount of the Revolver Commitment upon its execution of New Lender Supplement in the form of Exhibit E-1 (and, in each case, otherwise in form and substance reasonably satisfactory to Agent) (the “New Lender Supplement”). Each Increasing Lender shall execute an Increased Commitment Agreement in the form of Exhibit E-2 (and, in each case, otherwise in form and substance reasonably acceptable to Agent). Subject to the foregoing, any increase requested by Borrower shall be effective as of the date proposed by Borrower and agreed to by Agent and shall be in the principal amount equal to (i) the principal amount which Increasing Lenders are willing to assume as increases to the principal amount of their Tranche A Revolver Commitment and/or Tranche B Revolver Commitment, as applicable, plus (ii) the principal amount offered by New Lenders with respect to the Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable. Upon effectiveness of any such increase, the Pro Rata interest of each Lender will be adjusted to give effect to the increase in Revolver Commitments. To the extent that in the aggregate Revolver Commitments such adjustment results in loss or expenses to any Lender as a result of the prepayment of any LIBOR Loan on a date other than the scheduled last day of the applicable Interest Period, Borrower shall be responsible for such loss or expense pursuant to Section 3.9. Following the effective date of such increase to the Revolver Commitments, Agent shall deliver to Borrower an amended and restated Schedule 1.1 to the Agreement reflecting such increases to the aggregate Revolver Commitments.

Increases of the Revolver Commitments. The Borrowers Borrower may request in writing at any time or from time to time after that the Closing Date, then effective aggregate principal amount of Revolver Commitments be increased by notice from a minimum amount of (x) in the Parent to case of an increase in the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each Commitments, $25,000,000, or an “Upsize Incremental Commitment” and all increment of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in excess thereof and (y) in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter case of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such an increase in the Letter Tranche B Revolver Commitments, $1,000,000, or an increment of Credit Sublimit shall be $500,000 in excess thereof; provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary hereinthat, in each case, (i) the aggregate principal amount of the Upsize Incremental increase in Revolver Commitments pursuant to this Section 2.1.4(d) shall not exceed (x) $750,000,000 after the Fourth Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time200,000,000; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on have occurred and be continuing or shall occur as a result of such increase in Revolver Commitments; (iii) prior to the date of such increase, each Lender shall have received written notice from Agent of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as aggregate principal amount of such earlier dateincrease; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) Borrower shall, and shall cause the Borrowers shall have delivered all customary agreementsGuarantors to, certificates, opinions execute and deliver such documents and instruments and take such other customary documents actions as may be reasonably requested by Agent in connection with such increase and (v) such increase in the AgentRevolver Commitment shall be subject to successful syndication thereof. Any request under this Section 2.1.4(d) shall be submitted by Borrower to Agent (and Agent shall forward copies to Lenders), specify the proposed effective date, whether the Tranche A Revolver Commitment and/or Tranche B Revolver Commitment is being increased and the amount of each such increase, and be accompanied by an officer’s certificate of Borrower stating that no Default or Event of Default exists or will occur as a result of such increase(s). Borrower may also specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Tranche A Revolver Commitments and/or Tranche B Revolver Commitments, as applicable. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental increase the aggregate principal amount of its Revolver Commitments. Only the consent of each Increasing Lender and Agent shall be required for an increase in the aggregate principal amount of the Revolver Commitments pursuant to this Section 2.1.4(d). No Lender that elects not to increase the principal amount of its Revolver Commitment may be replaced in respect of its existing Revolver Commitment as a result thereof without such Lender’s consent.

Increases of the Revolver Commitments. The Borrowers may at any time or from time to time after the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Upsize Incremental Commitments shall not exceed (x) $750,000,000 500,000,0001,000,000,000 after the Fourth SecondThird Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) the Borrowers shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Agent. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental Commitments.

Increases of the Revolver Commitments. The Borrowers Borrower may request in writing at any time or from time to time after that the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an then effective aggregate principal amount that is not less than of Revolver Commitments be increased by a minimum amount of $10,000,00050,000,000, or an increment of $10,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A Revolver Commitments may increase the Letter of Credit Sublimit subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, (i) the aggregate principal amount of the Upsize Incremental increase in Revolver Commitments pursuant to this Section 2.1.4(d) shall not exceed (x) $750,000,000 after the Fourth Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A Borrowing Base exceeds the Tranche A Revolver Commitments at such time150,000,000; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A Revolver Commitments, including the Applicable Margin and any other pricing matter related to the Tranche A Revolver Commitments; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on have occurred and be continuing or shall occur as a result of such increase in Revolver Commitments; (iii) prior to the date of such increase, each Lender shall have received written notice from Agent of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as aggregate principal amount of such earlier dateincrease; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) Borrower shall, and shall cause the Borrowers shall have delivered all customary agreementsGuarantors to, certificates, opinions execute and deliver such documents and instruments and take such other customary documents actions as may be reasonably requested by Agent in connection with such increase and (v) such increase in the AgentRevolver Commitment shall be subject to successful syndication thereof. Any request under this Section 2.1.4(d) shall be submitted by Borrower to Agent (and Agent shall forward copies to Lenders), specify the proposed effective date and amount of such increase and be accompanied by an officer’s certificate of Borrower stating that no Default or Event of Default exists or will occur as a result of such increase. Borrower may also specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolver Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolver Commitment. No Lender shall have any obligation, express or implied, to offer to provide increase the aggregate principal amount of its Revolver Commitment. Only the consent of each Increasing Lender and Agent shall be required for an increase in the aggregate principal amount of Revolver Commitments pursuant to this Section 2.1.4(d). No Lender that elects not to increase the principal amount of its Revolver Commitment may be replaced in respect of its existing Revolver Commitment as a result thereof without such Lender’s consent. Each Lender that desires to increase its Revolver Commitment (each a “Responding Lender”) shall as soon as practicable specify the amount of the proposed increase which it is willing to assume. If the total amount that Responding Lenders are willing to increase their Revolver Commitments exceeds the amount of the requested increase, Agent shall allocate the proposed increase among the Responding Lenders ratably in proportion to the amount that each Responding Lender specified that it was willing to assume. If the total amount that the Responding Lenders are willing to increase their Revolver Commitments is less than the amount of the proposed increase, Borrower may designate new lenders who qualify as Eligible Assignees and who are reasonably acceptable to Agent as additional Lenders hereunder in accordance with this Section 2.1.4(d) (each such new lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the aggregate principal amount of the Revolver Commitments. Each New Lender designated by Borrower and reasonably acceptable to Agent shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the aggregate principal amount of the Revolver Commitment, upon its execution of New Lender Supplement in the form of Exhibit E-1 (and, in each case, otherwise in form and substance reasonably satisfactory to Agent) (the “New Lender Supplement”). Each Increasing Lender shall execute an Increased Commitment Agreement in the form of Exhibit E-2 (and, in each case, otherwise in form and substance reasonably acceptable to Agent). Subject to the foregoing, any Upsize Incremental increase requested by Borrower shall be effective as of the date proposed by Borrower and agreed to by Agent and shall be in the principal amount equal to (i) the principal amount which Increasing Lenders are willing to assume as increases to the principal amount of their Revolver Commitment, plus (ii) the principal amount offered by New Lenders with respect to Revolver Commitments. Upon effectiveness of any such increase, the Pro Rata interest of each Lender will be adjusted to give effect to the increase in Revolver Commitments. To the extent that in the aggregate Revolver Commitments such adjustment results in loss or expenses to any Lender as a result of the prepayment of any LIBOR Loan on a date other than the scheduled last day of the applicable Interest Period, Borrower shall be responsible for such loss or expense pursuant to Section 3.9. Following the effective date of such increase to the Revolver Commitments, Agent shall deliver to Borrower an amended and restated Schedule 1.1 to the Agreement reflecting such increases to the aggregate Revolver Commitments.

Increases of the Revolver Commitments. The Borrowers may at any time or from time to time after the Closing Date, by notice from the Parent to the Agent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more incremental Tranche A U.S. Revolver Commitments or Tranche A Multicurrency Revolver Commitments (each an “Upsize Incremental Commitment” and all of them, collectively, the “Upsize Incremental Commitments” and any such loans thereunder, the “Upsize Incremental Loans”). Each tranche of Upsize Incremental Commitments shall be in an aggregate principal amount that is not less than $10,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Any such increase in Tranche A U.S. Revolver Commitments or Tranche A Multicurrency Revolver Commitments may increase the U.S. Letter of Credit Sublimit or the Multicurrency Letter of Credit Sublimit, as the case may be, subject to the consent of the Agent and the applicable Issuing Bank; provided that any such increase in the U.S. Letter of Credit Sublimit and/or the Multicurrency Letter of Credit Sublimit shall be provided by an Issuing Bank reasonably acceptable to the Agent and the Parent and no Issuing Bank at the time shall have any obligation to provide such increase. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Upsize Incremental Commitments shall not exceed (x) $750,000,000 after the Fourth Amendment Effective Date less the aggregate principal amount of all Foreign Subsidiary Incremental Commitments which have been provided pursuant to Section 2.16(c) plus (y) the amount by which the Tranche A AAggregate Borrowing Base exceeds the sum of the Tranche A U.S. Revolver Commitments and Tranche A Multicurrency Revolver Commitments at such time; provided that the Borrowers shall be deemed to have used capacity under clause (x) before capacity under clause (y). The Upsize Incremental Loans (i) shall rank pari passu in right of payment and of security with the Loans and (ii) shall be implemented by way of increase of the Tranche A U.S. Revolver Commitments or the Tranche A Multicurrency Revolver Commitments and, except as to arrangement, underwriting or similar fees, shall be on terms identical to the existing Tranche A U.S. Revolver Commitments or the Tranche A Multicurrency Revolver Commitments, as the case may be, including the Applicable Margin and any other pricing matter related to the Tranche A U.S. Revolver Commitments or the Tranche A Multicurrency Revolver Commitments, as the case may be; provided that the OID or up-front fees (if any) applicable to any Upsize Incremental Loans will be determined by the Borrowers and the Lenders and/or Additional Lenders providing such Upsize Incremental Commitments and Upsize Incremental Loans. As a condition precedent to such an increase, (i) no Default or Event of Default shall exist on the date of the effectiveness of any Incremental Amendment (or would exist after giving effect thereto), (ii) the representations and warranties contained in the Loan Documents shall be accurate in all material respects before and after the effectiveness of any Incremental Amendment referred to below; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (iii) all fees and expenses owing in respect of any such Incremental Amendment to the Agent and the Lenders and/or Additional Lenders providing the Upsize Incremental Commitments thereunder shall have been paid and (iv) the Borrowers shall have delivered all customary agreements, certificates, opinions and other customary documents reasonably requested by the Agent. No Lender shall have any obligation, express or implied, to offer to provide any Upsize Incremental Commitments.